Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,970,034, driven by earnings from investments held in the Trust Account of $2,128,162, after deducting general and administrative costs of $158,128 [113]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,297,662, with earnings from investments in the Trust Account totaling $3,126,740, offset by general and administrative costs of $647,828 and share-based compensation of $181,250 [113]. - Cash provided by operating activities for the nine months ended September 30, 2025, was $877,178, influenced by net income and changes in operating assets and liabilities [117]. Initial Public Offering - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Units, including an over-allotment option [115]. - The company incurred total offering costs of $10,727,318 related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees [116]. Trust Account and Cash Position - As of September 30, 2025, the company's Trust Account held $204,376,740 in money market funds, which will be primarily used to complete a Business Combination [119]. - The company had no cash on hand as of September 30, 2025, and $461,395 due from the Sponsor, which will be used for identifying and evaluating target businesses [120]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to pay the Sponsor $30,000 per month for administrative services [125][124]. Future Financing and Concerns - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for a Business Combination or to cover redemptions of Public Shares [122]. - Management has raised concerns about the company's ability to continue as a going concern due to significant costs incurred in pursuit of financing and acquisition plans [123].

Financial Performance - Revenues decreased by $2,931,191, or 37%, to approximately $4,983,868 for the three months ended September 30, 2025, compared to $7,915,059 for the same period in 2024[148] - Cost of revenues decreased by $2,191,576, or 34%, to approximately $4,241,681 for the three months ended September 30, 2025, from approximately $6,433,257 for the same period in 2024[149] - Gross profit decreased by $739,615, or 50%, to $742,187 for the three months ended September 30, 2025, from $1,481,802 for the same period in 2024[150] - Revenues decreased by $1,386,066, or 8.7%, to approximately $14,582,669 for the nine months ended September 30, 2025, primarily due to a decline in new contracts and project commencements[159] - Gross profit decreased by $753,144, or 23.3%, to $2,469,088 for the nine months ended September 30, 2025, attributed to the decrease in revenue outpacing the reduction in cost of revenue[161] - Net income decreased by $3,171,601, or 1,378%, to $(3,401,659) for the nine months ended September 30, 2025, primarily due to increased general and administrative expenses[168] Expenses - Selling and marketing expenses decreased by $8,740, or 31.3%, from $27,917 in the three months ended September 30, 2024, to $19,177 in the same period of 2025[151] - General and administrative expenses increased by approximately $5,416, or 31%, to approximately $1,750,138 for the three months ended September 30, 2025, from approximately $1,744,722 for the same period in 2024[152] - General and administrative expenses increased by approximately $1,826,616, or 54%, to approximately $5,193,108 for the nine months ended September 30, 2025, mainly due to investments in talent acquisition and administrative infrastructure[164] - Depreciation and amortization expenses decreased by $19,763, or 23.8%, to $62,978 for the three months ended September 30, 2025, from $82,741 for the same period in 2024[153] Cash Flow - Net cash provided by operating activities was $(2,832,320) for the nine months ended September 30, 2025, reflecting a 168% decrease compared to $4,144,937 in the same period of 2024[170] - Net cash used in investing activities increased to $(1,071,350) for the nine months ended September 30, 2025, compared to $(750,614) in the same period of 2024, due to strategic investments in long-term assets[172] - Net cash provided by financing activities was $7,805,286 for the nine months ended September 30, 2025, compared to net cash used of $(862,660) in the same period of 2024, primarily from IPO proceeds[173] - Cash at the end of the period increased to approximately $6,597,799 as of September 30, 2025, compared to $3,768,407 at the end of the same period in 2024[169] - The company had positive working capital of $9,015,995 as of September 30, 2025, with current assets of approximately $11,326,032 and current liabilities of approximately $2,310,037[176] - Interest income increased by $29,363, or 19%, to $180,171 for the nine months ended September 30, 2025, due to higher interest rates on bank balances[167] Business Strategy - The company intends to focus its business in states with increased population and GDP growth, such as Florida, Texas, and South Carolina[132] - The company has begun to expand its real estate development segment by being the general contractor on low-rise apartment and townhome development projects[137] - The company completed its initial public offering (IPO) on March 5, 2025, issuing 1,250,000 units of Class A common stock, generating net proceeds of $4,667,636[142] - JFB holds a 19.5% ownership interest in CM OB Hotel Owner, LLC, with an investment of $1,000,000 made on April 24, 2025, for the development of a hotel[143] Accounting Policies - The Company recognizes revenue from contracts with customers based on the performance obligations satisfied over time, in accordance with ASC 606[190] - Contract assets represent revenues recognized in excess of amounts billed on contracts in progress, while contract liabilities represent billings in excess of revenues recognized[194] - Basic Earnings Per Share (EPS) is calculated using the two-class method, dividing net earnings available to common shareholders by the weighted average number of common shares outstanding[197] - Diluted EPS is computed under both the two-class method and the treasury stock method, reporting the more dilutive result[198] - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its consolidated financial statements[206] - ASU 2023-09, effective for annual periods beginning after December 15, 2024, enhances income tax disclosure requirements[207] - The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements[208] - The Company discloses all material related party transactions in accordance with ASC 850 and SEC Regulation S-X[205] - The Company identifies performance obligations as distinct promises to transfer goods or services to a customer, ensuring clarity in revenue recognition[192] - The Company applies the cost-to-cost method to measure progress toward completion of contracts, estimating total contract costs[193]

Financial Performance - For the three months ended September 30, 2025, the company reported net income of $519,000, an increase of $115,000 compared to $404,000 for the same period in 2024, driven by higher net interest income and a decrease in provision for credit losses [112]. - For the nine months ended September 30, 2025, net income reached $1.6 million, up from $1.1 million in the same period of 2024, reflecting an increase of $541,000 attributed to higher net interest income and noninterest income [113]. - Net income for the three months ended September 30, 2025, increased by $115,000, or 28.5%, to $519,000 compared to $404,000 for the same period in 2024 [133]. - Net income increased by $541,000, or 49.6%, to $1.6 million for the nine months ended September 30, 2025, compared to $1.1 million for the same period in 2024 [159]. Assets and Liabilities - Consolidated assets increased by $5.1 million, or 1.1%, from $451.3 million at December 31, 2024, to $456.4 million at September 30, 2025 [110]. - Total assets increased by $5.1 million, or 1.1%, to $456.4 million at September 30, 2025, from $451.3 million at December 31, 2024 [124]. - Total liabilities increased to $409.58 million at September 30, 2025, from $400.60 million at December 31, 2024 [188]. - The average balance of interest-bearing liabilities increased by $6.0 million to $378.2 million for the nine months ended September 30, 2025, from $372.2 million for the same period in 2024 [166]. Deposits - Deposits rose by $849,000, or 0.2%, from $354.2 million at December 31, 2024, to $355.0 million at September 30, 2025 [110]. - Total deposits increased by $849,000, or 0.2%, to $355.0 million at September 30, 2025, reflecting a rise in money market and interest-bearing demand deposit accounts [130]. - Certificates of deposit due within one year totaled $115.0 million, representing 67.2% of total certificates of deposit and 32.4% of total deposits [198]. Credit Losses and Allowance - The allowance for credit losses at September 30, 2025, reflects the company's estimate of lifetime credit losses expected from its loan portfolio, with potential adjustments based on economic conditions and loan performance [118]. - The allowance for credit losses on loans was $4.5 million, or 1.26%, of loans outstanding at September 30, 2025, compared to $4.4 million, or 1.25%, at December 31, 2024 [145]. - The provision for credit losses on loans increased to $90,000 for the nine months ended September 30, 2025, from $25,000 in the same period of 2024, marking a 260% increase [192]. Income and Expenses - Total interest and dividend income rose by $266,000, or 4.4%, to $6.3 million for the three months ended September 30, 2025, driven by an increase in average interest-earning assets [134]. - Total interest and dividend income increased by $946,000, or 5.4%, to $18.5 million for the nine months ended September 30, 2025, from $17.6 million for the same period in 2024 [160]. - Noninterest expenses increased due to various factors, including salaries, marketing, and merger-related costs, impacting overall profitability [111]. - Total noninterest expenses increased by $722,000, or 9.6%, to $8.3 million for the nine months ended September 30, 2025, from $7.5 million for the same period in 2024 [177]. Interest Income and Margin - Net interest income increased by $551,000, or 19.5%, to $3.4 million for the three months ended September 30, 2025, compared to $2.8 million for the same period in 2024 [143]. - Net interest income increased by $1.5 million, or 17.9%, to $9.7 million for the nine months ended September 30, 2025, compared to $8.2 million for the same period in 2024 [170]. - The net interest margin increased by 40 basis points to 2.97% for the three months ended September 30, 2025, from 2.57% for the same period in 2024 [143]. - The net interest margin improved to 2.90% for the nine months ended September 30, 2025, compared to 2.54% in 2024 [181]. Strategic Initiatives - The company has emphasized expanding its commercial lending infrastructure, particularly in commercial real estate and industrial loan portfolios, to diversify its balance sheet and improve interest income [110]. - The company aims to attract more commercial deposit accounts as part of its growth strategy in the primary market area of Chester and Lancaster Counties [110]. - The company is currently pursuing a merger with Norwood, which may involve significant transaction costs and regulatory approvals that could affect future operations [114]. Liquidity and Capital - As of September 30, 2025, the company's liquidity ratio averaged 14.9%, exceeding the target of 5.0% [195]. - The company monitors its liquidity position daily to ensure it can meet both short and long-term liquidity needs [198]. - The company exceeded all regulatory capital requirements and was considered "well capitalized" as of September 30, 2025 [199]. - The company anticipates sufficient funds to meet current funding commitments, with expectations that a substantial portion of maturing certificates of deposit will be renewed [202].

Financial Performance - The company reported a net loss of $134,902 for the nine months ended September 30, 2025, compared to a net loss of $16,341 for the same period in 2024, indicating an increase in losses of approximately 726.5%[14]. - For the three months ended September 30, 2025, the Company reported a net loss of $25,103, while for the nine months ended September 30, 2025, the net loss was $134,902[102]. - The company’s accumulated deficit increased to $197,593,000 as of September 30, 2025, compared to $62,691,000 as of December 31, 2024, reflecting a significant increase in losses[11]. - The net cash used in operating activities for the nine months ended September 30, 2025, was $104,349,000, compared to $40,091,000 for the same period in 2024[21]. - The Company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[110]. Assets and Cash Position - As of September 30, 2025, total assets amounted to $174,160,000, a decrease from $213,223,000 as of December 31, 2024, representing a decline of approximately 18.3%[11]. - Cash at the end of the period was $49,796,000, down from $129,309,000 at the beginning of the period, reflecting a decrease of about 61.5%[21]. - As of September 30, 2025, the Company had $49,796 in cash and a working capital deficit of $296,957[37]. IPO and Fundraising - The company completed its IPO on October 8, 2025, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[25]. - The Company completed its IPO on October 8, 2025, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[103]. - The private placement of 360,000 units generated total proceeds of $3,600,000, with 245,000 units going to the Sponsor and 115,000 units to the underwriter[88]. - The funds from the IPO and Private Placement are intended to be used primarily for completing the business combination and financing operations of the target business[106]. Transaction Costs - Transaction costs related to the IPO totaled $7,370,254, which included a cash underwriting fee of $2,300,000 and a deferred underwriting fee of $4,600,000[27]. - Total transaction costs amounted to $7,370,254, including $2,300,000 in cash underwriting commissions paid at the IPO closing[131]. - The underwriters received a cash underwriting discount of 2% of the gross proceeds, amounting to $2.3 million, with a deferred fee of up to $4.6 million contingent on completing a Business Combination[74]. Business Operations and Future Plans - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a business combination[24]. - The Company must complete a business combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[28]. - The Company has until April 8, 2027, to complete its initial Business Combination, or it will trigger an automatic winding up and liquidation[38]. - The Company has not generated any revenues to date and does not expect to do so until after completing a business combination[100]. - The Company expects to generate non-operating income from interest on marketable securities held in the Trust Account[101]. Shareholder Information - The Company has issued 3,833,333 Class B ordinary shares, with an additional paid-in capital of $25,000[17]. - As of September 30, 2025, the Company had 3,833,333 Class B ordinary shares issued and outstanding, with no shares subject to forfeiture due to the full exercise of the underwriter's over-allotment option[66][77]. - The Company is authorized to issue a total of 200,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2025[76]. Loans and Financial Instruments - The Company has received loans from the Sponsor totaling $300,000 as of September 30, 2025, to cover transaction costs related to the IPO[37]. - The Promissory Note from the Sponsor amounted to $300,000 as of September 30, 2025, with an extension of the due date to September 17, 2026[68]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[51]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[43]. - The Company has no income tax provision as it is not subject to income taxes in the British Virgin Islands or the United States[59]. - The Company recognized no unrecognized tax benefits or accrued interest and penalties as of September 30, 2025[58]. - The registration rights agreement allows holders to demand registration of their securities up to three times, with certain conditions[113]. Risks and Uncertainties - The Company is subject to risks and uncertainties that could adversely affect its ability to complete a business combination, including geopolitical tensions and economic volatility[94]. - The Company has not incurred any long-term debt or capital lease obligations[112]. - The Company has no off-balance sheet arrangements as of September 30, 2025[111].

Financial Performance - Net income for Q3 2025 increased by $3.4 million to $5.6 million, or $0.62 per diluted share, compared to $2.2 million, or $0.36 per diluted share, in Q3 2024[148] - For the nine months ended September 30, 2025, net income increased by $4.3 million to $12.2 million, or $1.35 per diluted share, compared to $7.9 million, or $1.26 per diluted share, in the same period of 2024[155] - Net income for the three months ended September 30, 2025, increased by $3.4 million to $5.6 million, or $0.62 per diluted share, compared to $2.2 million, or $0.36 per diluted share, for the same period in 2024[171] Interest Income and Margin - Net interest income increased by $6.5 million, driven by a $7.6 million increase in total interest income, with a 38.0% increase in average earning assets of $522.8 million[151] - Net interest income for the three months ended September 30, 2025, increased by $6.5 million, or 55.7%, to $18.3 million, driven by a $7.0 million increase in interest income and fees on loans[174] - The net interest margin for the third quarter of 2025 was 3.84%, an increase of 41 basis points compared to 3.43% for the same period in the prior year[177] - Net interest income for the nine months ended September 30, 2025, increased by $20.2 million, or 59.3%, to $54.3 million, with total interest income rising by $23.4 million[178] - The net interest margin for the nine months ended September 30, 2025, was 3.85%, compared to 3.36% for the same period in the prior year, reflecting a 49 basis point increase[182] Noninterest Income and Expenses - Noninterest income rose by $1.3 million in Q3 2025, primarily from increases in service charges and fees related to the Touchstone acquisition[153] - Noninterest income increased by $1.3 million, or 40.5%, to $4.5 million for Q3 2025 compared to Q3 2024[189] - Noninterest income for the nine months ended September 30, 2025, rose by $2.1 million, or 20.8%, to $12.0 million compared to the same period in 2024[190] - Noninterest expenses increased by $5.3 million, mainly due to a $2.6 million rise in salaries and employee benefits related to the Touchstone merger[154] - Noninterest expenses increased by $5.3 million, or 50.9%, to $15.8 million for Q3 2025 compared to Q3 2024, primarily due to a $2.6 million increase in salaries and employee benefits[191] - Noninterest expenses for the nine months ended September 30, 2025, rose by $18.3 million, or 59.0%, to $49.3 million compared to the same period in 2024[192] Credit Losses and Allowance - Provision for credit losses decreased by $1.5 million in Q3 2025, totaling $193 thousand, compared to $1.7 million in Q3 2024[152] - The provision for credit losses for the three-month period ended September 30, 2025, was $193 thousand, significantly lower than $1.7 million for the same period last year[187] - The allowance for credit losses to total loans ratio decreased to 1.01% at September 30, 2025, down from 1.28% at September 30, 2024[188] - The net charge-offs for the first nine months of 2025 totaled $3.8 million, compared to $2.4 million for the same period in 2024[188] Assets and Liabilities - Total assets as of September 30, 2025, were $2,022,958 thousand, an increase from $1,449,264 thousand in the prior year[183] - Total earning assets increased to $1,897,328 thousand with an average yield of 5.26%, compared to $1,374,566 thousand and 5.08% in the prior year[183] - Total deposits reached $1.810 billion as of September 30, 2025, reflecting a $5.8 million (0.6%) increase from December 31, 2024, and a $556.3 million (44.4%) increase from September 30, 2024[210] - Total interest-bearing liabilities increased to $1,310,653 thousand with an interest expense of $6,792 thousand, resulting in a cost of funds of 2.06%[183] - Loans totaled $1.419 billion at September 30, 2025, reflecting a decrease of $31.4 million, or 8.7%, from December 31, 2024[200] Capital and Liquidity - The Bank's total capital to risk-weighted assets ratio was 13.40% as of September 30, 2025, exceeding the minimum requirement of 8.00%[218] - The Tier 1 capital to risk-weighted assets ratio was 12.36% as of September 30, 2025, above the minimum requirement of 6.00%[218] - The common equity Tier 1 capital to risk-weighted assets ratio was 12.36% as of September 30, 2025, surpassing the minimum requirement of 4.50%[218] - Liquidity sources available to the Bank totaled $783.2 million on September 30, 2025, up from $758.0 million on December 31, 2024, and $499.1 million on September 30, 2024[213] - Estimated uninsured customer deposits amounted to $555.0 million on September 30, 2025, compared to $537.0 million on December 31, 2024, and $400.1 million on September 30, 2024[214] Merger and Acquisition Costs - The Company incurred merger costs totaling $2.0 million and $7.2 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively[147] - Noninterest expenses for the nine months increased by $18.3 million, primarily due to merger expenses of $2.0 million and additional operating costs from the Touchstone merger[160] Tax and Shareholder Equity - The effective tax rate for Q3 2025 was 18.6%, compared to 19.5% for Q3 2024[194] - Total shareholders' equity increased by $14.7 million during the first nine months of 2025, primarily from an $8.0 million increase in retained earnings[199] Other Financial Metrics - The efficiency ratio, a non-GAAP measure, is used to assess operational efficiency, calculated by dividing noninterest expenses by the sum of net interest income and noninterest income[161] - The efficiency ratio for the three months ended September 30, 2025, was 67.97%, compared to 67.95% for the same period in 2024[165] - The company experienced a $20.2 million increase in net interest income after provision for the nine months ended September 30, 2025, offset by an $18.3 million increase in noninterest expenses[173] - The Company had commitments to extend credit totaling $288.1 million as of September 30, 2025, compared to $212.9 million at the same date in 2024[221] - The Company recognized an $80 thousand gain on the early redemption of a $500 thousand tranche of subordinated debt during the second quarter of 2025[211] - The cash flow hedges related to interest rate swaps had a fair value of $2.3 million as of September 30, 2025[225]

Revenue and Financial Performance - The Company recognized leasing revenue of approximately $3,137,000 and $9,699,000 for the three and nine-month periods ended September 30, 2025, compared to $3,312,000 and $11,464,000 for the same periods in the prior year[99]. - Direct patient services revenues for the three and nine-month periods ended September 30, 2025, were approximately $4,034,000 and $10,655,000, compared to $3,687,000 and $7,807,000 for the same periods in the prior year[102]. - Revenues for Q3 2025 increased by $172,000 to $7,171,000 compared to $6,999,000 in Q3 2024, and for the nine-month period, revenues increased by $1,083,000 to $20,354,000 compared to $19,271,000 in the prior year[111]. - Direct patient services revenue increased by $347,000 to $4,034,000 for Q3 2025, and by $2,848,000 to $10,655,000 for the nine-month period, driven by the RI Companies acquisition and the Puebla facility[111]. - Radiation therapy revenues from the RI Companies and Puebla facility totaled $2,918,000 for Q3 2025 and $7,832,000 for the nine-month period, compared to $2,862,000 and $4,754,000 in the prior year[112]. - PBRT system revenues decreased by $189,000 to $2,127,000 for Q3 2025 and by $1,695,000 to $5,691,000 for the nine-month period, attributed to lower volumes[113]. - Gamma Knife revenue increased by $305,000 to $2,126,000 for Q3 2025 but decreased by $300,000 to $6,831,000 for the nine-month period, reflecting mixed performance across segments[115]. Costs and Expenses - Total costs of revenue decreased by $44,000 to $5,585,000 for Q3 2025 but increased by $2,906,000 to $16,196,000 for the nine-month period[117]. - Selling and administrative expenses decreased by $385,000 to $1,538,000 for Q3 2025 and by $606,000 to $5,092,000 for the nine-month period, primarily due to lower legal costs[121]. - Interest expense increased by $56,000 to $392,000 for Q3 2025 and by $183,000 to $1,253,000 for the nine-month period, driven by increased borrowings[123]. Assets and Liabilities - Accounts receivable balances under ASC 606 at September 30, 2025, were $7,981,000, compared to $5,357,000 at September 30, 2024[102]. - The company had cash and cash equivalents of $5,345,000 as of September 30, 2025, down from $11,275,000 at December 31, 2024, reflecting a decrease of $5,930,000 during the first nine months of 2025[129]. - Working capital decreased by $12,433,000 to $3,420,000 as of September 30, 2025, compared to $15,853,000 at December 31, 2024[130]. - Long-term debt was $16,933,000 as of September 30, 2025, down from $18,462,000 at December 31, 2024[135]. - The DFC Loan has an outstanding amount of $1,313,000 as of September 30, 2025, down from $1,806,000 at December 31, 2024[138]. Financing and Commitments - The Company has secured a total of $22,000,000 in credit facilities with Fifth Third Bank, which includes a $9,500,000 term loan and a $7,000,000 revolving line of credit[132]. - The Company received a limited waiver from Fifth Third regarding its failure to comply with the maximum funded debt to EBITDA ratio covenant as of June 30, 2025[137]. - The Company anticipates being able to secure financing for future projects, although there is no assurance that financing will be available on acceptable terms[130]. - Total commitments for purchasing and installing two Leksell Gamma Knife Esprit Systems and two Linear Accelerator systems amounted to $7,884,000 as of September 30, 2025[144]. - The Company has commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment totaling $6,870,000 as of September 30, 2025[146]. Related Party Transactions - Related party transactions totaled $1,521,000 for the three months ended September 30, 2025, compared to $694,000 for the same period in 2024[148]. Operational Overview - The Company acquired 60% of the equity interests of the RI Companies, which operate three radiation therapy facilities in Rhode Island, on May 7, 2024[93]. - The Company operates seven Gamma Knife systems and one PBRT system as of September 30, 2025, under leasing contracts with hospitals[92]. - The Company has stand-alone facilities in Lima, Peru, Guayaquil, Ecuador, and Puebla, Mexico, providing direct patient services[100]. - The Company’s PBRT system at Orlando Health operates under a revenue share contract within the leasing segment[98]. - The Company’s revenue sharing arrangements include a cost-sharing component, with operating costs recorded as other direct operating costs[99]. Reimbursement Rates - The Centers for Medicare and Medicaid established a 2025 reimbursement rate of approximately $7,645 for a Medicare Gamma Knife treatment, up from $7,420 in 2024[95]. - The approximate CMS reimbursement rates for PBRT treatments in 2025 are $578 for simple treatments and $1,276 for intermediate and complex treatments[95].

Financial Performance - Net income available to common shareholders increased by $805,000, or 19.2%, to $5.0 million for Q3 2025 compared to $4.2 million for Q3 2024[173] - Earnings per diluted common share were $0.73 for Q3 2025, up from $0.58 for Q3 2024[173] - For the nine months ended September 30, 2025, net income available to common shareholders increased by $3.1 million, or 32.3%, to $12.7 million compared to $9.6 million for the same period in 2024[173] - Annual return on average assets for Q3 2025 was 2.10%, compared to 2.29% for the same period in the prior year[174] - Annual return on average equity for Q3 2025 was 18.74%, compared to 16.89% for the same period in the prior year[174] Income and Expenses - The increase in net interest income for Q3 2025 was $2.7 million, contributing significantly to the rise in net income[173] - Non-interest income increased by $810,000 for Q3 2025 compared to Q3 2024[173] - The provision for credit losses increased by $1.4 million for Q3 2025 compared to the same period in 2024[173] - Total non-interest expense for the three months ended September 30, 2025, increased by $731,000, or 5.5%, and for the nine months, it increased by $4.5 million, or 11.6%[209] - Salaries and employee benefits for the three months ended September 30, 2025, increased by $295,000, or 3.3%, and for the nine months, they increased by $2.6 million, or 9.7%[210] Assets and Liabilities - Total assets increased by $200.5 million, or 23.2%, to $1.1 billion as of September 30, 2025, from $863.4 million as of December 31, 2024[176] - Shareholders' equity rose by $5.8 million, or 5.1%, to $119.2 million as of September 30, 2025, from $113.4 million as of December 31, 2024[177] - Total liabilities increased to $923,041,000 in September 2025, up from $712,953,000 in September 2024, representing a growth of 29.4%[193] - Total deposits increased by $200.8 million, or 28.2%, to $911.9 million as of September 30, 2025, compared to $711.1 million as of December 31, 2024[263] Interest Income and Margin - Net interest income for the nine months ended September 30, 2025, increased by $6.9 million, or 29.7%, from $23.3 million for the nine months ended September 30, 2024, to $30.2 million[188] - Net interest margin for the three months ended September 30, 2025, was 4.39%, an increase of 14 basis points from 4.25% for the same period in 2024[182] - The average yield on interest-earning assets decreased by 26 basis points from 8.42% for the nine months ended September 30, 2024, to 8.16% for the same period in 2025[190] - The average cost of interest-bearing liabilities decreased by 70 basis points from 5.27% for the nine months ended September 30, 2024, to 4.57% for the same period in 2025[191] Credit Losses - Provision for credit losses for loans was $1,863,000 for the three months ended September 30, 2025, compared to $467,000 in 2024, reflecting an increase of 298.5%[198] - The provision for credit losses for the nine months ended September 30, 2025 totaled $4.7 million, compared to $3.2 million for the same period in the prior year[230] - The allowance for credit losses increased to $10,764,000 in September 2025 from $8,282,000 in September 2024, indicating a rise of 17.9%[193] Loan Portfolio - Average loans increased by $193.4 million, or 32.8%, for the nine months ended September 30, 2025, compared to the same period in 2024[189] - As of September 30, 2025, total loans increased by $110.5 million to $779.9 million, compared to $669.4 million at December 31, 2024[245] - SBA loans comprised 65.1% of total loans at September 30, 2025, totaling $507.8 million, up from 61.5% at December 31, 2024[245] - Non-performing assets totaled $35.7 million, representing 4.57% of total loans as of September 30, 2025, compared to $15.9 million or 2.38% at December 31, 2024[250] Taxation - Income tax expense for the three and nine months ended September 30, 2025, was approximately $1.6 million and $4.1 million, respectively, with effective income tax rates of 22.2% and 22.4%[223] - The effective tax rate for the three and nine months ended September 30, 2025, was higher than the prior year, which was 16.7% and 19.5%, respectively[223] Capital Adequacy - The Company met all capital adequacy requirements as of September 30, 2025, and was classified as "well-capitalized" under applicable regulations[268] - The Total Capital to Risk Weighted Assets ratio for Tectonic Financial, Inc. was 17.24% as of September 30, 2025, compared to 17.65% on December 31, 2024[270] - The Common Equity Tier 1 ratio to Risk Weighted Assets for Tectonic Financial, Inc. was 13.18% as of September 30, 2025, slightly decreasing from 13.37% on December 31, 2024[270] Liquidity and Risk Management - The Company’s liquidity management is influenced by factors such as expected deposit flows and market interest rates, with a focus on maintaining public confidence[272] - Management believes the Company has adequate liquidity to meet obligations, but potential economic downturns could restrict funding sources[278] - Interest rate risk is a primary market risk for the Company, with strategies in place to manage exposure and minimize potential economic losses[280]

Sales Performance - Syringes accounted for 65.0% of sales in the first nine months of 2025, with EasyPoint® products at 31.3% and other products at 3.7%[88] - Domestic revenues increased by 18.0% for the nine months ended September 30, 2025, while domestic unit sales increased by 11.8%[114] - International revenues for the nine months ended September 30, 2025 increased by 38.1% compared to the same period in 2024[115] - Domestic unit sales represented 78.0% of total unit sales for the nine months ended September 30, 2025, down from 87.6% in the same period last year[114] - The mix of domestic and international sales affects the average sales price, with higher domestic sales generally leading to higher prices[127] Financial Performance - The loss from operations was $13.5 million for the nine months ended September 30, 2025, compared to a loss of approximately $13.9 million for the same period last year[117] - Cash flow used by operations was $6.5 million for the nine months ended September 30, 2025, primarily due to a net loss for the period[121] - The unrealized loss on debt and equity securities was $3.2 million due to decreased market values of those securities[118] - Operating expenses increased by 4.3% primarily due to product donations and higher bad debt expense[111] Costs and Expenses - Approximately $2.3 million was spent on tariff expenses in the first nine months of 2025, impacting overall costs significantly[116] - Payroll costs are expected to increase by approximately $825 thousand annually due to workforce increases in manufacturing[126] - The company expects to incur higher manufacturing costs in the near term while working to minimize reliance on imported products[129] - Tariffs and raw material costs have significantly impacted the company's margins, which have experienced fluctuations over the past two years[129] Future Outlook - The company anticipates a material decline in liquidity over the next 1-3 years due to new tariffs and increased domestic manufacturing costs[130] - The total potential future credits to be issued for prior purchases not yet claimed is estimated at $2.2 million, recognized as a liability[132] - The company believes it has adequate means to meet short-term operational needs for at least 12 months from the date of the financial statements[130] Investments and Settlements - The company received a settlement payment of $1.9 million in May 2025[125] - The conversion of existing equipment and purchase of additional molds for 0.5 mL syringes is expected to cost approximately $1 million, with 9.1% of overall domestic unit sales and 15.2% of domestic syringe unit sales attributed to these products for Q3 2025[126] - Approximately $1 million was expended in Q2 2025 for molds and equipment conversion to increase production at the U.S. facility[131] Pricing Dynamics - The average domestic selling price increased due to a shift in product mix, particularly more VanishPoint® unit sales[114]

Real Estate Assets - As of September 30, 2025, the total book value of the company's real estate assets is approximately $113.3 million, down from $127.6 million as of December 31, 2024, reflecting a decrease of about 11.5%[12] - The commercial portfolio includes 10 properties with a book value of approximately $74.2 million, contributing to the overall real estate assets[11] - The model homes portfolio consists of 84 properties with a total square footage of 250,281 sqft, generating an annual rent of approximately $3.65 million[13] - The company recorded an impairment charge of approximately $3.3 million related to the Dakota Center property, which is expected to be sold for $5.125 million[12] - The impairment of model homes was reported at $(200,625), reflecting challenges in the model home segment[24] Financial Performance - Total revenue for the three months ended September 30, 2025, was $4,196,142, a decrease of 11.1% compared to $4,723,374 for the same period in 2024[17] - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was $6,026,871, compared to a net loss of $24,800,532 for the same period in 2024[21] - EBITDAre for the three months ended September 30, 2025, was $638,723, an increase from $558,376 in the same period of 2024[20] - FFO for the three months ended September 30, 2025, was $(839,846), compared to $(566,910) in the same period of 2024[21] - Core FFO for the nine months ended September 30, 2025, was $(1,627,404), compared to $(995,236) in 2024[21] - The company reported a net loss attributable to stockholders of $4,302,021 for the nine months ended September 30, 2025, primarily due to significant interest expenses and impairment charges[26] Assets and Liabilities - As of September 30, 2025, the total assets of the company amount to $127.8 million, a decrease from $142.6 million as of December 31, 2024[15] - The company reported existing secured debt of $94.6 million, which represents approximately 83.5% of the total book value of real estate assets[9] - The mortgage notes payable total approximately $93.7 million, down from $102.1 million as of December 31, 2024, indicating a reduction of about 8.5%[15] - Total stockholders' equity decreased to approximately $29.3 million as of September 30, 2025, from $34.9 million as of December 31, 2024[15] - Total assets decreased from $142,569,650 as of December 31, 2024, to $127,808,885 as of September 30, 2025, indicating a reduction in asset base[27] Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025, was $380,224, compared to $658,434 for the same period in 2024[19] - Net cash provided by investing activities for the nine months ended September 30, 2025, was $11,433,947, compared to $10,664,729 in 2024[19] - Cash, cash equivalents, and restricted cash at the end of the period on September 30, 2025, was $8,002,915, compared to $7,199,448 at the end of the same period in 2024[19] - Cash and cash equivalents increased to $1,575,384 from $564,922, indicating improved liquidity[27] Revenue Breakdown - Total revenues for the nine months ended September 30, 2025, amounted to $12,700,066, with a breakdown of $450,426 from retail, $9,193,982 from office/industrial, and $2,976,521 from model homes[24] - Net Operating Income (NOI) reached $8,090,256, with adjusted NOI at $8,473,575, reflecting strong operational performance[24] Operational Activities - The company has leased approximately 69% of the space previously occupied by Halliburton in the Shea Center II property, which represents about 31% of the total space[12] - The company is actively pursuing third-party tenants for the remaining space in the Shea Center II property, although there is no guarantee of success[12] - Rental operating costs totaled $4,609,810, with general and administrative expenses at $4,335,697, highlighting the cost structure of the business[26] Other Income and Expenses - The company recorded a gain on sales of real estate amounting to $5,078,302, contributing positively to the overall financial results[26] - The company’s total other income (expense), net, was $408,203, influenced by various factors including interest expenses and gains on real estate sales[26] Shareholder Information - Weighted average number of common shares outstanding for the three months ended September 30, 2025, was 1,215,943[21] Performance Metrics - The company defines Funds from Operations (FFO) as a key performance metric, which excludes gains from property sales and includes depreciation and amortization adjustments[30]

Real Estate Assets - As of September 30, 2025, the total book value of the company's real estate assets is approximately $113.3 million, down from $127.6 million as of December 31, 2024, reflecting a decrease of about 11.5%[12] - The commercial portfolio includes 10 properties with a book value of approximately $74.2 million, contributing to the overall real estate assets[11] - The model homes portfolio consists of 84 properties with a total square footage of 250,281 sqft, generating an annual rent of approximately $3.65 million[13] - The company recorded an impairment charge of approximately $3.3 million related to the Dakota Center property, which is expected to be sold for $5.125 million[12] - The company reported a gain on sales of real estate amounting to $5,078,302, contributing positively to overall financial results[26] - The company’s model home properties saw an increase in net assets from $37,416,000 in December 2024 to $39,040,072 by September 30, 2025[27] Financial Performance - Total revenue for the three months ended September 30, 2025, was $4,196,142, a decrease of 11.1% compared to $4,723,374 for the same period in 2024[17] - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was $6,026,871, compared to a net loss of $24,800,532 for the same period in 2024[21] - EBITDAre for the three months ended September 30, 2025, was $638,723, an increase from $558,376 in the same period of 2024[20] - Total revenues for the nine months ended September 30, 2025, amounted to $12,700,066, with a breakdown of $450,426 from retail, $9,193,982 from office/industrial, and $2,976,521 from model homes[24] - Net Operating Income (NOI) reached $8,090,256, with adjusted NOI at $8,473,575, reflecting strong operational performance[24] - The company reported a net loss attributable to stockholders of $4,302,021 for the nine months ended September 30, 2025, primarily due to significant interest expenses and impairment charges[26] Debt and Equity - The company reported existing secured debt of $94.6 million, which represents approximately 83.5% of the total book value of real estate assets[9] - The mortgage notes payable total approximately $93.7 million, down from $102.1 million as of December 31, 2024, indicating a reduction of about 8.5%[15] - The total stockholders' equity as of September 30, 2025, is approximately $29.3 million, down from $34.9 million as of December 31, 2024, reflecting a decrease of about 16.1%[15] Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025, was $380,224, compared to $658,434 for the same period in 2024[19] - Net cash provided by investing activities for the nine months ended September 30, 2025, was $11,433,947, compared to $10,664,729 in 2024[19] - Cash, cash equivalents, and restricted cash at the end of the period on September 30, 2025, was $8,002,915, compared to $7,199,448 at the end of the same period in 2024[19] - Cash and cash equivalents increased to $1,575,384 from $564,922, indicating improved liquidity[27] Operational Costs - Rental operating costs totaled $4,609,810, indicating a cost management strategy amidst rising operational expenses[26] - General and administrative expenses were reported at $4,335,697, reflecting ongoing operational costs[26] Leasing and Tenant Activity - The company has leased approximately 69% of the space previously occupied by Halliburton in the Shea Center II property, which represents about 31% of the total space[12] - The company is actively pursuing third-party tenants for the remaining space in the Shea Center II property, although there is no guarantee of success in signing new tenants[12] Funds from Operations (FFO) - The company emphasizes the importance of Funds from Operations (FFO) as a key performance metric, which excludes certain non-core items to provide a clearer view of operational performance[30] - FFO for the three months ended September 30, 2025, was $(839,846), compared to $(566,910) in the same period of 2024[21] - Core FFO for the nine months ended September 30, 2025, was $(1,627,404), compared to $(995,236) in 2024[21] Asset Management - Total assets decreased from $142,569,650 in December 2024 to $127,808,885 by September 30, 2025, highlighting a contraction in asset base[27] - The company has recorded an increase in the weighted average number of common shares outstanding for the three months ended September 30, 2025, was 1,215,943, compared to 1,247,657 in 2024[21]