airs-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number: 001-40973

AirSculpt Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						87-1471855
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1111 Lincoln Road, Suite 802
Miami Beach, FL						33139
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (786) 709-9690

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AIRS

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 62,436,670 shares of common stock outstanding as of November 6, 2025.

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TABLE OF CONTENTS


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

Signatures		33

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and in other sections of this Quarterly Report on Form 10-Q that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K. We qualify all of our forward-looking statements by these cautionary statements.

Our future results could be affected by a variety of other factors, including, but not limited to, inability to sell equity or other securities in the future at a time when we might otherwise wish to effect sales; inability to raise capital on commercially reasonable terms, if at all; the risk that any future financings may dilute our stockholders or restrict our business; failure to stabilize same-center performance; not being able to optimize our marketing investment, go-to-market strategy and sales process; not having the ability to expand our financing options for consumers; being unsuccessful in further product innovations; failure to operate centers in a cost-effective manner; increased operating expenses due to rising inflation; increased competition in the weight loss and obesity solutions market, including as a result of the recent regulatory approval, increased market acceptance, availability and customer awareness of weight-loss drugs; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect the confidentiality of our proprietary information; changes in the laws governing the corporate practice of medicine or fee-splitting; changes in the regulatory, macroeconomic conditions, including inflation and the threat of recession, economic and other conditions of the states and jurisdictions where our facilities are located; and business disruption or other losses from natural disasters, war, pandemic, terrorist acts or political unrest.

The risk factors discussed in the section titled “Item 1A. Risk Factors” in our Annual Report on Form 10-K could cause our results to differ materially from those anticipated in the forward-looking statements made in this Quarterly Report on Form 10-Q and in other filings we make from time to time with the U.S. Securities and Exchange Commission. There also may be other risks and uncertainties that are currently unknown to us or that we are unable to predict at this time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of the forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


($000s, except for shares)	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	5,405	$	8,235

Taxes receivable	3,458		3,056
Prepaid expenses and other current assets	3,355		5,826
Total current assets	12,218		17,117
Property and equipment, net	29,510		37,471
Other long-term assets	3,359		6,413
Right of use operating lease assets	21,072		25,669
Intangible assets, net	38,027		41,592
Goodwill	81,734		81,734
Total assets	$	185,920	$	209,996
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	4,460	$	6,256
Accrued payroll and benefits	2,516		2,531
Current portion of long-term debt	5,005		4,250
Deferred revenue and patient deposits	880		1,169
Accrued and other current liabilities	5,171		8,304
Current operating lease liabilities	6,130		6,099
Total current liabilities	24,162		28,609
Long-term debt, net	51,908		65,456
Deferred tax liability, net	6,576		6,576
Long-term operating lease liabilities	21,169		24,248
Revolving credit funds payable	—		5,000
Other long-term liabilities	—		817
Total liabilities	103,815		130,706
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 62,436,670 and 58,369,138, respectively	62		58
Additional paid-in capital	124,782		107,721
Accumulated other comprehensive loss	(1,987)		(687)
Accumulated deficit	(40,752)		(27,802)
Total stockholders' equity	82,105		79,290
Total liabilities and stockholders' equity	$	185,920	$	209,996

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s, except for shares and per share figures)	2025		2024		2025		2024
Revenue	$	34,993	$	42,548	$	118,376	$	141,172
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	14,864		17,766		48,015		54,635
Selling, general and administrative(1)(2)	19,525		25,495		63,964		75,525

Depreciation and amortization	3,217		3,003		9,705		8,693
Loss on impairment of long-lived assets(3)	7,137		—		7,245		4
Total operating expenses	44,743		46,264		128,929		138,857
(Loss)/income from operations	(9,750)		(3,716)		(10,553)		2,315
Interest expense, net	1,407		1,591		4,594		4,638
Pre-tax net loss	(11,157)		(5,307)		(15,147)		(2,323)
Income tax (benefit)/expense	(1,645)		733		(2,197)		894
Net loss	$	(9,512)	$	(6,040)	$	(12,950)	$	(3,217)

Loss per share of common stock
Basic	$	(0.15)	$	(0.10)	$	(0.22)	$	(0.06)
Diluted	$	(0.15)	$	(0.10)	$	(0.22)	$	(0.06)
Weighted average shares outstanding
Basic	62,436,670		57,650,923		60,202,169		57,543,678
Diluted	62,436,670		57,650,923		60,202,169		57,543,678


(1)			During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company's performance-based stock units. See Note 6 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion.
(2)			During the third quarter of fiscal year 2025, the Company recorded $1.0 million in rent expense due to the accelerated amortization of the right-of-use asset related to its London facility. See Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion.
(3)			During the third quarter of fiscal year 2025, the Company recorded a $4.6 million loss related impairing a portion of the Salesforce implementation project and a $2.3 million loss related to the planned closure of the London facility and impairment of its fixed assets. See Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Other Comprehensive Loss (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
($000s)	2025		2024		2025		2024
Net loss	$	(9,512)	$	(6,040)	$	(12,950)	$	(3,217)
Other comprehensive (loss)/income:
Change in foreign currency translation adjustment	(437)		206		(1,311)		224
Total other comprehensive (loss)/income	(437)		206		(1,311)		224
Comprehensive loss	$	(9,949)	$	(5,834)	$	(14,261)	$	(2,993)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income
($000s, except shares and per share figures)	Shares	Amount						Accumulated Deficit		Total
Balance at December 31, 2023	57,355,676	$	57	$	103,898	$	(412)	$	(19,551)	$	83,992
Issuance of common stock through unit vesting	181,717	1		—		—		—		1

Dividends	—	—		479		—		—		479
Equity-based compensation	—	—		(6,781)		—		—		(6,781)
Payment of taxes withheld through vested equity-based compensation	—	—		(377)		—		—		(377)
Net income	—	—		—		—		6,029		6,029
Other comprehensive income	—	—		—		160		—		160
Balance at March 31, 2024	57,537,393	58		97,219		(252)		(13,522)		83,503
Issuance of common stock through unit vesting	36,851	—		—		—		—		—
Dividends	—	—		(14)		—		—		(14)
Equity-based compensation	—	—		4,873		—		—		4,873
Net loss	—	—		—		—		(3,206)		(3,206)
Other comprehensive loss	—	—		—		(142)		—		(142)
Balance at June 30, 2024	57,574,244	58		102,078		(394)		(16,728)		85,014
Issuance of common stock through unit vesting	234,877	—		—		—		—		—
Equity-based compensation	—	—		3,430		—		—		3,430
Payment of taxes withheld through vested equity-based compensation	—	—		(73)		—		—		(73)
Net loss	—	—		—		—		(6,040)		(6,040)
Other comprehensive income	—	—		—		206		—		206
Balance at September 30, 2024	57,809,121	$	58	$	105,435	$	(188)	$	(22,768)	$	82,537

Balance at December 31, 2024	58,369,138	$	58	$	107,721	$	(687)	$	(27,802)	$	79,290
Issuance of common stock through unit vesting	292,130	1		—		—		—		1


Equity-based compensation	—	—		1,239		—		—		1,239
Payment of taxes withheld through vested equity-based compensation	—	—		(56)		—		—		(56)
Net loss	—	—		—		—		(2,847)		(2,847)
Other comprehensive income	—	—		—		85		—		85
Other	—	—		(379)		—		—		(379)
Balance at March 31, 2025	58,661,268	59		108,525		(602)		(30,649)		77,333
Issuance of common stock through unit vesting	22,820	—		—		—		—		—
Issuance of common stock through public offerings, net	3,752,582	3		14,008		—		—		14,011
Equity-based compensation	—	—		1,352		—		—		1,352
Net loss	—	—		—		—		(591)		(591)
Other comprehensive loss	—	—		—		(958)		—		(958)
Other	—	—		—		10		—		10
Balance at June 30, 2025	62,436,670	62		123,885		(1,550)		(31,240)		91,157

Equity-based compensation	—	—		1,125		—		—		1,125

Net loss	—	—		—		—		(9,512)		(9,512)
Other comprehensive loss	—	—		—		(437)		—		(437)
Other	—	—		(228)		—		—		(228)
Balance at September 30, 2025	62,436,670	$	62	$	124,782	$	(1,987)	$	(40,752)	$	82,105

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
($000s)	2025		2024
Cash flows from operating activities
Net loss	$	(12,950)	$	(3,217)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	9,705		8,693
Equity-based compensation	3,716		1,522
Non-cash interest expense; amortization of debt costs	378		244


Loss on impairment of long-lived assets	7,245		4
Changes in assets and liabilities
Taxes receivable	(402)		(831)
Prepaid expense and other current assets	(2,173)		(384)
Other assets	7,650		(3,489)
Accounts payable	(340)		845
Deferred revenue and patient deposits	(289)		881
Accrued and other liabilities	(6,913)		4,369
Net cash provided by operating activities	5,627		8,637
Cash flows from investing activities
Purchases of property and equipment, net	(2,346)		(10,479)
Net cash used in investing activities	(2,346)		(10,479)
Cash flows from financing activities
Payment on term loan	(12,883)		(1,594)

Payments for debt modification	(288)		(136)
Payments on revolving credit facility	(5,000)		—

Proceeds from public offerings, net	13,768		—


Dividends paid to shareholders	—		(14)
Payment of taxes withheld through vested equity-based compensation	(56)		(464)
Other financing activity	(1,652)		(240)
Net cash used in financing activities	(6,111)		(2,448)

Net decrease in cash and cash equivalents	(2,830)		(4,290)
Cash and cash equivalents
Beginning of period	8,235		10,262
End of period	$	5,405	$	5,972

Supplemental disclosure of cash flow information:
Cash paid for interest	$	4,223	$	4,478
Cash paid for income taxes, net of refunds	$	(1,777)	$	1,808

Supplemental disclosure of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$	140	$	2,025

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

AirSculpt Technologies, Inc. (“AirSculpt” or the "Company"), was formed as a Delaware corporation on June 30, 2021. The Company's revenues are concentrated in the specialty, minimally invasive liposuction market. The Company and its consolidated subsidiaries are referred to collectively in these consolidated financial statements as “we,” “our,” and “us.” Solely for convenience, some of the copyrights, trade names and trademarks referred to in these consolidated financial statements are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks.

The Company, through its wholly-owned subsidiaries, is a provider of practice management services to professional associations (“PAs”) located throughout the United States, Canada, and the United Kingdom. The Company owns and operates non-clinical assets and provides its management services to the PAs through management services agreements (“MSAs”). Management services provide for the administration of the non-clinical aspects of the medical operations and include, but are not limited to, financial, administrative, technical, marketing, and personnel services. Pursuant to the MSA, the PA is responsible for all clinical aspects of the medical operations of the practice.

Principles of Consolidation

These consolidated financial statements present the financial position and results of operations of the Company, its wholly-owned domestic and international subsidiaries, and its variable interest in the managed PAs in the United States ("Domestic PAs"), which are under the control of the Company and are considered variable interest entities in which the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statement Presentation

The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Variable Interest Entities

The Company has a variable interest in the Domestic PAs where it has a long-term and unilateral controlling financial interest over their assets and operations. The Company has the ability to direct the activities that most significantly affect the Domestic PAs’ economic performance via the MSAs and related agreements. The Company is a practice management service organization and does not engage in the practice of medicine. These services are provided by licensed professionals at each of the Domestic PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the Domestic PAs to another member designated by the Company (i.e., “nominee shareholder”) for a nominal value in certain circumstances at the Company’s sole discretion. The MSA does not allow the Company to be involved in, or provide guidance on, the clinical operations of the Domestic PAs. The Company consolidates the Domestic PAs into the financial statements. All of the Company’s revenue is earned from services provided by the Domestic PAs and its wholly-owned foreign subsidiaries in the United Kingdom and Canada. The only assets and liabilities held by the Domestic PAs included in the accompanying consolidated balance sheets are clinical related. The clinical assets and liabilities are not material to the Company as a whole.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Concentration of Credit Risk

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market.

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The Company maintains cash balances at financial institutions which may at times exceed the amount covered by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.

Deferred Financing Costs, Net

Loan costs and discounts are capitalized in the period in which they are incurred and amortized on the straight-line basis over the term of the respective financing agreement which approximates the effective interest method. These costs are included as a reduction of long-term debt on the condensed consolidated balance sheets. Total amortization of deferred financing costs was approximately $0.1 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively. Total amortization of deferred financing costs was approximately $0.4 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively. Amortization of loan costs and discounts is included as a component of interest expense.

Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other and Topic 360, Impairment or Disposal of Long-Lived Assets. These standards require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future estimated cash flows expected to arise as a direct result of the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No impairment charges were recognized for the three and nine months ended September 30, 2024.

On September 1, 2025, we made the decision to close our facility in the United Kingdom because of its financial performance, which was deemed a triggering event for long-lived asset impairment testing. As a result of the planned closure, we recorded a loss of $2.3 million primarily related to impairment of the property, plant, and equipment at this location as of September 30, 2025. Additionally, we estimate that we will cease use of our leased facility on November 15, 2025 and have adjusted the remaining right-of-use asset resulting in accelerated amortization of approximately $1.0 million of incremental rent expense in the quarter ended September 30, 2025. We expect to finalize the liquidation process in the fourth quarter of fiscal year 2025.

As of September 30, 2025, we determined that a portion of our Salesforce software implementation project will not be completed. As a result, we recorded an impairment charge of $4.6 million as of September 30, 2025 to adjust the software project to its fair value. We continue to develop the remaining portion of our software project which focuses on our sales process and anticipate its completion in the first quarter of fiscal year 2026.

Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosure requirements about fair value measurements.

ASC Topic 820 defines three categories for the classification and measurement of assets and liabilities carried at fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The fair value of financial instruments is generally estimated through the use of public market prices, quotes from financial institutions and other available information. Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.

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Short-term financial instruments, including cash, prepaid expenses and other current assets, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, for which the fair value, based on management’s estimates, approximates their carrying values. Borrowings bear interest at what is estimated to be current market rates of interest, accordingly, carrying value approximates fair value.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net loss for the three and nine months ended September 30, 2025 and 2024 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by net loss for the three and nine months ended September 30, 2025 and 2024 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities.

Advertising Costs

Advertising costs are expensed in the period when the costs are incurred and are included as a component of selling, general and administrative costs. Advertising expenses were approximately $6.4 million and $6.9 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $20.9 million and $26.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Income Taxes

The Company applies the provisions of ASC 740-10, Accounting for Uncertain Tax Positions (“ASC 740-10”). Under these provisions, companies must determine and assess all material positions existing as of the reporting date, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Additionally, those positions that have only timing consequences are analyzed and separated based on ASC 740-10’s recognition and measurement model.

ASC 740-10 provides guidance related to uncertain tax positions for pass-through entities and tax-exempt not-for profit entities. ASC 740-10 also modifies disclosure requirements related to uncertain tax positions for nonpublic entities and provides that all entities are subject to ASC 740-10 even if the only tax position in question is the entity’s status as a pass-through.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open and determined that there are no uncertain tax positions as of September 30, 2025 or December 31, 2024. The Company is not subject to U.S. federal tax examination prior to 2021, when it was formed.

The Company has an effective tax rate of approximately 14.7% and (13.8)% for the three months ended September 30, 2025 and 2024, respectively, and approximately 14.5% and (38.5)% for the nine months ended September 30, 2025 and 2024, respectively, inclusive of all applicable U.S. federal and state income taxes.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which establishes new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted. The Company expects that the adoption of ASU 2023-09 will result in additional income tax disclosures in its notes to consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose disaggregated information on certain expenses in the notes to the financial statements. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15,

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2027. The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.

NOTE 2 – GOODWILL AND INTANGIBLES, NET

The annual review of goodwill impairment will be performed in October 2025. There were no triggering events during the three and nine months ended September 30, 2025 and 2024.

The Company had goodwill of $81.7 million at September 30, 2025 and December 31, 2024.

Intangible assets consisted of the following at September 30, 2025 and December 31, 2024 (in 000’s):


	September 30, 2025		December 31, 2024		Useful Life
Technology and know-how	$	53,600	$	53,600	15 years
Trademarks and tradenames	17,700		17,700		15 years
	71,300		71,300
Accumulated amortization of technology and know-how	(25,013)		(22,333)
Accumulated amortization of tradenames and trademarks	(8,260)