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].

Financial Performance - Net income for the three months ended September 30, 2025, was $344 thousand, a significant improvement from a net loss of $15 thousand in the same period of 2024[11]. - Comprehensive income for the three months ended September 30, 2025, was $410 thousand, compared to $226 thousand in the same period of 2024, indicating an increase of approximately 81.5%[13]. - The company reported a basic and diluted earnings per share of $0.04 for the three months ended September 30, 2025, compared to a loss per share of $0.00 in the same period of 2024[11]. - Shareholders' equity increased by $410,000, or 0.8%, to $48.8 million at September 30, 2025, primarily due to net income of $344,000 for the quarter[131]. - Net interest income increased to $2,504 thousand for the three months ended September 30, 2025, compared to $1,870 thousand for the same period in 2024, reflecting a growth of approximately 33.8%[11]. - Non-interest income rose to $153 thousand for the three months ended September 30, 2025, compared to $137 thousand in the prior year, marking an increase of approximately 11.7%[11]. - Non-interest expense rose by $191,000, or 9.5%, totaling $2.2 million, mainly due to increased data processing charges and outside service fees[142]. - Income tax expense increased from a benefit of $6,000 in the prior year to an expense of $109,000, reflecting higher earnings[144]. Asset and Liability Management - Total assets decreased to $366,492 thousand as of September 30, 2025, from $371,211 thousand on June 30, 2025, representing a decline of approximately 1.9%[9]. - Total liabilities decreased to $317,713 thousand as of September 30, 2025, from $322,842 thousand on June 30, 2025, a reduction of about 1.6%[9]. - Cash and cash equivalents decreased to $14,625 thousand as of September 30, 2025, from $19,480 thousand on June 30, 2025, a decline of approximately 25.1%[9]. - The company experienced a net decrease in deposits of $6,148 thousand during the three months ended September 30, 2025[19]. - The total deposits amounted to $271,415,000 as of September 30, 2025, compared to $277,563,000 as of June 30, 2025, reflecting a decline of approximately 2.9%[98]. Loan Portfolio and Credit Quality - The loan portfolio totaled $328,616,000 as of September 30, 2025, with an allowance for credit losses of $2,166,000[49]. - One-to-four-family residential loans accounted for $249,018,000 of the loan portfolio as of September 30, 2025[49]. - The company reported a decrease in multi-family loans from $15,505,000 on June 30, 2025, to $14,569,000 on September 30, 2025[49]. - Non-performing loans decreased to approximately $3.2 million, or 1.0% of total loans, down from $3.9 million, or 1.2%, at June 30, 2025[126]. - The allowance for credit losses (ACL) was $2.2 million, representing 67.1% of non-performing loans at September 30, 2025, compared to 54.1% at June 30, 2025[126]. - The total ACL for all loan segments as of September 30, 2025, was $2,166,000, compared to $2,170,000 as of June 30, 2025, indicating a slight decrease[68]. - The company categorizes loans into risk categories based on borrowers' ability to service their debt, with special mention loans indicating potential weaknesses[77]. - The risk category for residential real estate loans shows $4,554,000 classified as substandard, indicating potential losses if deficiencies are not corrected[80]. Regulatory and Compliance - The company is committed to addressing deficiencies resulting from the formal written agreement with the OCC, which includes implementing a revised three-year strategic plan[102]. - The Individual Minimum Capital Requirements (IMCRs) imposed by the OCC require a common equity tier 1 capital ratio of at least 9.0%, a tier 1 capital ratio of at least 11.0%, and a total capital ratio of at least 12.0%[101]. - As of September 30, 2025, First Federal Savings Bank of Kentucky's common equity tier 1 capital ratio was 16.07%, significantly above the required minimum of 9.0%[121]. Securities and Investments - The amortized cost of available-for-sale securities as of September 30, 2025, was $11,832,000, with gross unrealized gains of $117,000 and gross unrealized losses of $0, resulting in an estimated fair value of $11,727,000[41]. - The fair value of available-for-sale securities increased to $11,727,000 from $9,757,000 as of June 30, 2025, representing a growth of approximately 20.1%[95]. - The total temporarily impaired available-for-sale (AFS) securities amounted to $8,427,000 with gross unrealized losses of $117,000 as of September 30, 2025[44]. - The amortized cost of agency mortgage-backed securities in the AFS category was $8,427,000, with a fair value of $8,310,000[44]. Management and Governance - The Company appointed R. Clay Hulette as CEO, pending regulatory approval, with Don D. Jennings continuing as President and Chairman[111]. - The company suspended quarterly dividends indefinitely, with future payments dependent on various regulatory and operational factors[132].

Customer Base and Service Areas - Spire Missouri serves approximately 1.2 million customers, while Spire Alabama serves over 0.4 million customers, making them the largest natural gas distributors in their respective states[27][28]. - The annual average number of customers for Spire Missouri and Spire Alabama in fiscal 2025 was 1,213,375 and 429,628, respectively[35]. Revenue Sources and Financial Performance - For fiscal year 2025, Spire's total operating revenues from the Gas Utility segment were primarily derived from residential customers (66%), followed by commercial and industrial customers (23%)[34]. - Spire Missouri and Spire Alabama's operating revenues for fiscal 2025 are approximately 92% and 81% from residential, commercial, and industrial customers, respectively[38]. - In fiscal 2025, transportation customers contributed about 2% of operating revenues for Spire Missouri and 16% for Spire Alabama[39]. - Operating revenues for the year ended September 30, 2025, totaled $2,476.4 million, a decrease of $116.6 million compared to $2,593.0 million in 2024[180]. - The decrease in Gas Utility operating revenues for fiscal 2025 was primarily due to a $285.5 million reduction in gas cost recoveries across all utilities[184]. - Operating revenues for the twelve months ended September 30, 2025, decreased by $193.3 million compared to the prior year, primarily due to lower gas cost recoveries of $239.8 million[195]. Natural Gas Sales and Transportation - The total volume of natural gas sold and transported by Spire in 2025 was 3,275.2 million CCF, an increase from 3,089.5 million CCF in 2024[35]. - Spire Missouri purchased 36.5 Bcf of natural gas through the Enable MRT system and 27.6 Bcf through the Southern Star system in fiscal 2025[43]. - Spire Alabama purchased approximately 55.3 Bcf of natural gas from SNG and 8.9 Bcf from Transco in fiscal 2025[48]. - The peak day send out for Spire Missouri East was 0.95 Bcf on January 21, 2025, while Spire Alabama's peak was 0.6 Bcf on the same day[44][49]. Regulatory Environment and Compliance - Utilities are regulated by state public service commissions, impacting their ability to charge rates, recover costs, and maintain profitability[71]. - The Infrastructure System Replacement Surcharge (ISRS) allows expedited recovery of infrastructure investments, but any disallowance of costs could affect revenue timing and cash flows[73]. - The Rate Stabilization and Equalization (RSE) mechanism requires annual rate reviews, with existing terms continuing beyond September 30, 2025, unless modified[74]. - Compliance with federal safety regulations may impose significant costs and liabilities, requiring ongoing assessments and potential capital expenditures[76]. - Environmental laws may necessitate significant expenditures and increase operating costs, with potential fines for non-compliance[80]. - Delays in cost recovery due to regulatory processes can adversely affect the Utilities' liquidity[81]. Competition and Market Risks - The principal competition for Spire comes from local electric companies and other fuel suppliers, with a growing trend towards renewable energy sources[37]. - Increased competition may hinder the Utilities' ability to retain or acquire customers, adversely affecting business and financial performance[94]. - Spire's natural gas storage business faces competition from pipelines and independent storage providers, which could reduce demand and drive rates down[96]. Financial Metrics and Adjustments - Adjusted earnings and adjusted earnings per share are used to evaluate financial performance, excluding impacts from fair value accounting and non-recurring items[167]. - The contribution margin for the year ended September 30, 2025, was $1,455.2 million, an increase of $93.7 million from $1,361.5 million in 2024, indicating a growth of 6.9%[180]. - Interest expense increased by $5.4 million due to costs associated with the bridge facility for the Piedmont Tennessee acquisition, although overall interest expense declined by $2.4 million year-over-year[181]. - The weighted-average short-term interest rates decreased from 5.7% in the prior year to 4.5% in the current year, contributing to lower interest expenses[181]. Acquisitions and Growth Strategies - The company is pursuing an acquisition of Piedmont Natural Gas for approximately $2.48 billion, subject to regulatory approvals, which carries integration and approval risks[127]. - The acquisition of Piedmont Natural Gas's Tennessee business is valued at $2.48 billion, aimed at expanding Spire's regulated utility footprint and increasing scale[171]. - The transaction is expected to close in Q1 2026, pending regulatory approvals, including from the Tennessee Public Utility Commission[173]. - Spire plans to finance the acquisition through a mix of debt, equity, and potential sales of natural gas storage facilities[172]. Employee and Operational Insights - Spire's workforce consisted of 3,497 employees as of September 30, 2025, with ongoing initiatives to improve safety and employee well-being[20][21]. - The company has a comprehensive enterprise risk management process to address significant risks, including cybersecurity threats[136]. - Spire's cybersecurity program is overseen by the Board of Directors, with regular updates on developments and risks[137]. Dividend and Stock Performance - Spire has maintained continuous common stock dividends since 1946, dependent on its subsidiaries' ability to generate sufficient net income and cash flows[108]. - Spire's common stock has continuously paid dividends since 1946, marking 22 consecutive years of increasing dividends as of 2025[153]. - As of September 30, 2025, Spire Missouri had $1,999.8 million available to pay dividends, free from restrictions[161]. - Spire's cumulative total return increased from $100.00 in 2020 to $190.57 by 2025, reflecting strong performance relative to the S&P 500 Utilities Index[155]. Economic and Environmental Factors - Warmer-than-normal weather and climate change could adversely affect the Utilities' heating energy sales, impacting financial results[98]. - The Utilities have mechanisms like Weather Normalization Adjustment riders to recover fixed costs during winter months, but these do not fully mitigate the impact of warmer weather[99]. - Economic downturns could lead to decreased energy consumption and increased bad debt expenses, adversely impacting revenues and cash flows[131]. Risks and Liabilities - The company faces risks from operational factors, including the availability of contracted gas supplies and pipeline capacity, which could adversely impact financial results[90]. - Spire's financial condition may be adversely affected by unexpected losses from litigation or business risks, despite having insurance and indemnification strategies[128]. - Changes in income tax policy could impact the Company's financial condition, particularly regarding the utilization of net operating losses (NOLs)[82]. - Rising interest rates could decrease the fair values of reporting units, leading to potential future impairments[124]. - The company has pension and postretirement benefit plans that are subject to investment and interest rate risks, potentially impacting financial condition and requiring accelerated funding[122].

Financial Performance - In Q3 2025, net sales decreased by 1.9% to $9,812,000 compared to Q3 2024, and year-to-date (9M) sales fell by 7.2% to $29,475,000[27] - Gross profit for Q3 2025 was $5,604,000, down 3.4% from Q3 2024, while gross profit for 9M 2025 decreased by 11.1% to $16,737,000[27] - Operating income in Q3 2025 dropped by 21.9% to $2,611,000, and for 9M 2025, it fell by 16.0% to $8,961,000[27] - Net income for Q3 2025 was $2,631,000, a decline of 26.2% compared to Q3 2024, and for 9M 2025, net income decreased by 20.5% to $8,720,000[27] - Earnings per diluted share (EPS) in Q3 2025 were $0.820, down 19.9% from Q3 2024, and for 9M 2025, EPS decreased by 13.5% to $2.680[27] Sales and Revenue - Sales to the China distributor were $395,000 in Q3 2025, down from $781,000 in Q3 2024, and $2,054,000 in 9M 2025 compared to $2,368,000 in 9M 2024[29] - Total consolidated sales for 9M 2025 were $2,271 (7.2%) lower than in 9M 2024, with U.S. domestic sales down 2.3% and OUS sales down 13.3%[46] - OUS sales in 3Q 2025 were $3,953, an 8.5% decrease from $4,318 in 3Q 2024, with a favorable FX impact of $114[43] - OUS sales in 9M 2025 were $12,167, a 13.3% decrease from $14,036 in 9M 2024, with a net favorable FX impact of $244[48] Operating Expenses - Operating expenses in Q3 2025 increased to $2,073,000, representing 21.1% of revenues, compared to 15.2% in Q3 2024[33] - S&M expenses in 3Q 2025 increased by $79, primarily due to higher health plan expenses and fees from U.S. distributors[56] - U.S. G&A expenses increased by $85 in 3Q 2025 compared to 3Q 2024, and by $124 in 9M 2025 compared to 9M 2024, primarily due to higher health plan costs and non-cash stock option expenses[61] - OUS G&A expenses were $1,254 in 3Q 2025 compared to $857 in 3Q 2024, with a total difference of $397 attributed to a $395 bad debt reserve expense and $25 from FX rate changes[62] Profitability Metrics - The gross profit margin for Q3 2025 was 57.1%, down from 58.0% in Q3 2024, and the operating income margin decreased to 26.6% from 33.4%[32] - Operating Income in 3Q 2025 was $2,611, a 21.9% decline from $3,343 in 3Q 2024, and $8,961 in 9M 2025, a 16.0% decline from $10,664 in 9M 2024[54] - Consolidated EBT in 3Q 2025 was $3,309 (33.7% of sales), down from $4,179 (41.8% of sales) in 3Q 2024; for 9M 2025, EBT was $11,004 (37.3% of sales) compared to $13,188 (41.5% of sales) in 9M 2024[68] - Adjusted consolidated EBITDA for 3Q 2025 was $4,170, a 15.9% decrease from $4,958 in 3Q 2024; for 9M 2025, it was $13,493, down 12.7% from $15,447 in 9M 2024[71] Future Outlook - Management now expects total annual 2025 consolidated sales to be about 7% lower compared to 2024, revised from an initial projection of 5%[49] - Annual sales for 2025 are now expected to be 6-7% lower than in 2024, with EPS projected in the range of $3.40-3.50[100] - Management plans to continue investing in new technology and processes, and may consider acquisitions to enhance revenue growth[90] Shareholder Returns - Dividends paid in 3Q 2025 were $988 ($0.305/share), compared to $1,052 ($0.300/share) in 3Q 2024, representing 38% of 3Q 2025 Net Income[81] - Dividends paid in 9M 2025 totaled $3,006, a decrease from $3,222 in 9M 2024, representing 34% of Net Income[84] Balance Sheet and Cash Flow - The balance sheet as of September 30, 2025, showed a stronger current ratio, lower total liabilities, and higher stockholders' equity despite lower sales and earnings[37] - Net cash provided by operating activities was $11,215 in 9M 2025, down from $11,894 in 9M 2024, primarily due to a $2,252 decrease in Net Income[86] - Total consolidated assets decreased by $564 to $121,975 as of September 30, 2025, despite a $201 increase in consolidated current assets[91] - Working capital increased to $93,521 at September 30, 2025, primarily due to a $1,291 increase in cash[94] - UTMD's total debt ratio was 3% as of September 30, 2025, down from 4% at the end of 2024[96] Stock Performance - The closing share price at the end of 3Q 2025 was $62.97, reflecting a 10.6% increase from the previous quarter[85]

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $475,225, with operating expenses of $595,005 and interest income of $391,382 [112]. - For the nine months ended September 30, 2025, the company had a net income of $429,687, with operating expenses of $1,380,937 and interest income of $2,637,524 [114]. - The company reported a net loss per share, calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture [130]. - As of September 30, 2025, and December 31, 2024, the company had no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [130]. Financial Position - As of September 30, 2025, the company had $614,005 in its operating bank account and $24,823,733 in the Trust Account, with a working capital deficit of $3,177,393 [121]. - The company has no off-balance sheet arrangements as of September 30, 2025 [125]. Business Combination - The company signed a non-binding LOI for a business combination with Kneron, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement [107]. - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a business combination [110]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, upon completion of the initial business combination [128]. Initial Public Offering - The company completed its Initial Public Offering on October 11, 2023, raising $100,500,000, which was placed in a trust account [116]. - The company issued an unsecured promissory note of up to $1,900,000 to the Sponsor, with $700,000 borrowed during the nine months ended September 30, 2025 [123]. Accounting Standards - The FASB issued ASU 2023-09, effective for the annual period ending December 31, 2025, which requires disaggregated information about effective tax rate reconciliation [132]. - The company does not anticipate that the adoption of ASU 2023-09 will materially impact its financial statements and disclosures [132]. - ASU No. 2024-03, issued in November 2024, requires disclosures of certain disaggregated income statement expense captions, effective for annual periods beginning after December 15, 2026 [133]. - The company is currently evaluating the impact of ASU No. 2024-03 on its condensed financial statements [133]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [134].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $475,225, with operating expenses of $595,005 and interest income of $391,382 [112]. - For the nine months ended September 30, 2025, the company had a net income of $429,687, with operating expenses of $1,380,937 and interest income of $2,637,524 [114]. - The company reported a net loss per share, calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture [130]. - As of September 30, 2025, and December 31, 2024, the company had no dilutive securities, resulting in diluted loss per share being the same as basic loss per share for the periods presented [130]. Revenue Generation - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination [106]. Financial Position - As of September 30, 2025, the company had $614,005 in its operating bank account and $24,823,733 in the Trust Account, with a working capital deficit of $3,177,393 [121]. - The company has no off-balance sheet arrangements as of September 30, 2025 [125]. Business Combination Efforts - The company signed a non-binding LOI for a business combination with Kneron, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement [107]. - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a business combination [110]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, upon completion of the initial business combination [128]. Capital Raising - The company completed its Initial Public Offering on October 11, 2023, raising $100,500,000, which was placed in a trust account [116]. - The company issued an unsecured promissory note of up to $1,900,000 to the Sponsor, with $700,000 borrowed during the nine months ended September 30, 2025 [123]. Accounting Standards - The company does not anticipate that the adoption of ASU 2023-09 will materially impact its financial statements and disclosures, effective for the annual period ending December 31, 2025 [132]. - The company is currently evaluating the impact of ASU No. 2024-03 on its condensed financial statements, which will require disaggregated income statement expense disclosures starting after December 15, 2026 [133]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [134].