What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 100 added, 91 removed, 486 unchanged (28% of the section changed)

3 unchanged sentences

(in thousands, except share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

38 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Foreign currency translation adjustments ( 1,423 ) 2,805 3,131 1,288

Net unrealized gain (loss) on available-for-sale investments 170 ( 5 ) 715 ( 657 )

Net unrealized gain on available-for-sale investments 145 2,209 860 1,552

Other comprehensive income (loss), net of taxes ( 1,278 ) 5,014 3,991 2,840

4 unchanged sentences

(in thousands, except share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Assets (unaudited)

2 unchanged sentences

Short-term investments 193,761 147,089

Accounts and other receivables, net of allowance for credit losses of $ 1,357 at June 30, 2025 and $ 1,117 at December 31, 2024

Accounts and other receivables, net of allowance for credit losses of $ 1,595 at September 30, 2025 and $ 1,117 at December 31, 2024

302,534 274,031

23 unchanged sentences

$ 0.00001 par value per share, 100,000,000 shares authorized;

44,015,958 and 42,987,772 issued and outstanding at June 30, 2025;

44,220,625 and 43,192,339 issued and outstanding at September 30, 2025;

43,516,631 and 42,488,445 shares issued and outstanding at December 31, 2024

6 unchanged sentences

Treasury stock, at cost:

1,028,186 shares at June 30, 2025 and December 31, 2024

1,028,186 shares at September 30, 2025 and December 31, 2024

( 16,534 ) ( 16,534 )

5 unchanged sentences

(in thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at April 1, 2025 42,775,955 $ — $ 578,293 $ ( 715 ) $ ( 227,371 ) $ ( 16,534 ) $ 333,673

Balance at July 1, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 204,567 — ( 1,099 ) — — — ( 1,099 )

Stock-based compensation expense — — 9,612 — — — 9,612

Other comprehensive income — — — 3,372 — — 3,372

Other comprehensive loss — — — ( 1,278 ) — — ( 1,278 )

Net Income — — — — 5,873 — 5,873

Balance at June 30, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance at September 30, 2025 43,192,339 $ — $ 595,802 $ 1,379 $ ( 212,085 ) $ ( 16,534 ) $ 368,562

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at April 1, 2024 42,004,619 $ — $ 544,593 $ ( 1,581 ) $ ( 223,107 ) $ ( 16,534 ) $ 303,371

Balance at July 1, 2024 42,159,631 $ — $ 553,122 $ ( 1,771 ) $ ( 228,969 ) $ ( 16,534 ) $ 305,848

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 181,064 — ( 545 ) — — — ( 545 )

Stock-based compensation expense — — 8,433 — — — 8,433

Other comprehensive loss — — — ( 190 ) — — ( 190 )

Net loss — — — — ( 5,862 ) — ( 5,862 )

Balance at June 30, 2024 42,159,631 $ — $ 553,122 $ ( 1,771 ) $ ( 228,969 ) $ ( 16,534 ) $ 305,848

Other comprehensive income — — — 5,014 — — 5,014

Net income — — — — 1,425 — 1,425

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ 3,243 $ ( 227,544 ) $ ( 16,534 ) $ 320,175

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

4 unchanged sentences

Net Income — — — — 13,803 — 13,803

Balance at June 30, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance at September 30, 2025 43,192,339 $ — $ 595,802 $ 1,379 $ ( 212,085 ) $ ( 16,534 ) $ 368,562

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

2 unchanged sentences

Stock-based compensation expense — — 25,563 — — — 25,563

Other comprehensive loss — — — ( 2,174 ) — — ( 2,174 )

Other comprehensive income — — — 2,840 — — 2,840

Net loss — — — — ( 11,289 ) — ( 11,289 )

Balance at June 30, 2024 42,159,631 $ — $ 553,122 $ ( 1,771 ) $ ( 228,969 ) $ ( 16,534 ) $ 305,848

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ 3,243 $ ( 227,544 ) $ ( 16,534 ) $ 320,175

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

46 unchanged sentences

The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2024 10-K and, for incremental accounting topics in the current period, are described below.

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Use of Estimates

23 unchanged sentences

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is still evaluating the impact of this ASU on its consolidated financial statements.

The Company is evaluating the impact of this ASU on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software.

The ASU is effective for annual periods

beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of adopting ASU 2025-06.

Net Income (Loss) per Share

3 unchanged sentences

The components of basic and diluted earnings per share were as follows (in thousands, except share and per share information):

Three Months Ended June 30, Six Months Ended June 30, 2025

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

The following potentially dilutive equity securities were not included in the diluted earnings per share of common stock calculation because they would have had an antidilutive effect:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Held-to-maturity securities are classified as short-term versus long-term investments based on their maturity dates.

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of June 30, 2025 and December 31, 2024 (in thousands):

As of June 30, 2025

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

Long-term investments:

30 unchanged sentences

Future maturities of investments classified as available-for-sale and held-to-maturity are as follows (in thousands):

As of June 30, 2025

As of September 30, 2025

Available-for-sale:

14 unchanged sentences

$ 14,829 $ 14,836

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of June 30, 2025 and December 31, 2024 (in thousands):

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of September 30, 2025 and December 31, 2024 (in thousands):

Less than 12 Months 12 Months or More Total

Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

As of June 30, 2025

As of September 30, 2025

treasury securities $ 6,760 $ ( 8 ) $ — $ — $ 6,760 $ ( 8 )

15 unchanged sentences

The Company does not expect material credit losses from its held-to-maturity investments, considering the composition of the investment portfolio and the credit loss history of these investments.

Proceeds from the sales of fixed maturities classified as available-for-sale were $ 81.2 million and $ 40.2 million during the six months ended June 30, 2025 and 2024, respectively.

Proceeds from the sales of fixed maturity investments classified as available-for-sale were $ 114.6 million and $ 59.2 million during the nine months ended September 30, 2025 and 2024, respectively.

Other Investments

11 unchanged sentences

This gain was recorded to Other (income), net within the Company's consolidated statement of operations.

Additionally, the Company has extended a $ 7.0 million revolving line of credit to Baystride to fund its inventory purchases.

Additionally, the Company had extended a $ 7.0 million revolving line of credit to Baystride to fund its inventory purchases.

Borrowing amounts are subject to limitations based on Baystride’s forecasted revenues and inventory balances.

The Company's investment and amounts loaned under the line of credit are recorded in other long-term assets on its consolidated balance sheet.

The outstanding loan balance under the line of credit, including accrued interest, was $ 0.4 million and $ 1.6 million as of June 30, 2025 and December 31, 2024, respectively.

The remaining outstanding loan balance was received from Baystride and the line of credit was extinguished in July 2025.

The Company's investment and amounts loaned under the line of credit were recorded in other long-term assets on its consolidated balance sheet.

The outstanding loan balance under the line of credit, including accrued interest, was extinguished in July 2025 and was $ 1.6 million as of December 31, 2024.

Allowance for Credit Losses

4 unchanged sentences

Based on these considerations, the Company established an allowance for credit losses of $ 1.7 million in the fourth quarter of 2023 related to its investment in the Baystride preferred stock.

There was no change to this allowance during the first six months of 2024, and the credit loss allowance was reversed in the fourth quarter of 2024 as the fair value of the Company's investment in Baystride was determined to have recovered to an amount above the original investment amount.

There was no change to the allowance for credit losses during the six months ended June 30, 2025.

There was no change to this allowance during the nine months ended September 30, 2024 and the credit loss allowance was reversed in the fourth quarter of 2024 as the fair value of the Company's investment in Baystride was determined to have recovered to an amount above the original investment amount.

There was no change to the allowance for credit losses during the nine months ended September 30, 2025.

Fair Value Disclosures - Investments

The following table summarizes, by major security type, the Company's assets that are measured at fair value on a recurring basis, and placement within the fair value hierarchy (in thousands):

As of June 30, 2025

As of September 30, 2025

Fair Value Level 1 Level 2 Level 3

21 unchanged sentences

The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

There were no transfers between levels for the six months ended June 30, 2025 and the year ended December 31, 2024.

There were no transfers between levels for the nine months ended September 30, 2025 and the year ended December 31, 2024.

The Company's preferred stock investment (see Note 4) was accounted for as an available-for-sale debt security, and measured at fair value at each balance sheet date and as of the transaction date.

2 unchanged sentences

The following table presents the change in fair value of the Company’s preferred stock investment previously carried at fair value and classified as Level 3 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Nine Months Ended September 30,

Balance at beginning of period $ 7,916 $ 5,326

4 unchanged sentences

Fair Value Disclosures - Other Assets and Liabilities

The Company's other long-term assets balance also included notes receivable of $ 3.1 million and $ 4.3 million as of June 30, 2025 and December 31, 2024, respectively, recorded at their estimated collectible amount.

The Company's other long-term assets balance also included notes receivable of $ 2.6 million and $ 4.3 million as of September 30, 2025 and December 31, 2024, respectively, recorded at their estimated collectible amount.

The Company estimates that the carrying value of the notes receivable approximates the fair value.

2 unchanged sentences

This is a Level 3 measurement.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at June 30, 2025.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at September 30, 2025.

Commitments and Contingencies

13 unchanged sentences

Summarized below are the changes in the total liability for the Company's subscription business segment (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Subscription 2025 2024

10 unchanged sentences

Reserve at end of period $ 26,842 $ 24,162

The Company had unfavorable development on veterinary invoice reserves of $ 2.1 million for the six months ended June 30, 2025, including unfavorable development of $1.0 million attributable to accident year 2024 and unfavorable development of $1.1 million attributable to accident year 2023 and prior.

The unfavorable development for accident year 2024 was primarily driven by a slower pattern of claims reported by members than initially anticipated.

The unfavorable development for accident year 2023 and prior was driven by higher than expected frequency of claims.

The Company had unfavorable development on veterinary invoice reserves of $ 2.8 million for the nine months ended September 30, 2025, including unfavorable development of $1.1 million attributable to accident year 2024 and unfavorable development of $1.7 million attributable to accident year 2023 and prior.

The unfavorable development for accident year 2024 and 2023 was primarily driven by higher than expected frequency of claims.

Non-cash expenses are primarily comprised of stock-based compensation for employees performing claims processing related duties.

Summarized below are the changes in total liability for the Company's other business segment (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Other Business 2025 2024

10 unchanged sentences

Reserve at end of period $ 27,130 $ 32,506

The Company had favorable development on veterinary invoice reserves for the other business segment of $ 5.5 million for the six months ended June 30, 2025, including favorable development on veterinary invoice reserves of $5.3 million attributable to accident year 2024 and favorable development of $0.2 million attributable to accident year 2023 and prior.

The favorable development for accident year 2024 was primarily driven by faster reporting patterns of claims than initially anticipated in the fourth quarter of 2024.

The favorable development for accident year 2023 and prior was driven by lower frequency and severity than expected.

The Company had favorable development on veterinary invoice reserves for the other business segment of $ 5.5 million for the nine months ended September 30, 2025, including favorable development on veterinary invoice reserves of $5.4 million attributable to accident year 2024 and favorable development of $0.1 million attributable to accident year 2023 and prior.

The favorable development for accident year 2024 was primarily driven by lower than expected frequency and to a lesser extent, lower than expected severity in the fourth quarter of 2024.

Reserve for veterinary invoices, by year of occurrence

In the following tables, the reserve for veterinary invoices for each segment is presented as the amount (in thousands) by the year to which the veterinary invoice relates, referred to as the year of occurrence.

Subscription As of June 30, 2025

Subscription As of September 30, 2025

Year of Occurrence

2023 and prior $ 79

Other Business As of June 30, 2025

Other Business As of September 30, 2025

Year of Occurrence

2 unchanged sentences

(a) an initial term loan in an aggregate principal amount of $ 60.0 million ("Initial Term Loan"), which was funded at closing;

(b) commitments for delayed draw term loans in an aggregate principal amount not in excess of $ 75.0 million ("Delayed Draw Term Loans", and together with the Initial Term Loan, the "Term Loans"), which may be drawn from time to time until September 25, 2023 .

time to time until September 25, 2023 .

On December 29, 2022, February 17, 2023, and September 21, 2023, the Company borrowed Delayed Draw Term loans of $ 15.0 million, $ 35.0 million, and $ 25.0 million, respectively;

(c) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $ 15.0 million (Revolving Loans), which may be drawn at any time prior to March 25, 2027 .

To the extent not previously paid, the Initial Term Loan is due and payable on March 25, 2027 , the Delayed Draw Term Loans are due and payable on the earlier of the five-year anniversary of their initial funding or March 25, 2028 , and Revolving Loans are due and payable on March 25, 2027 .

The Company must repay 0.25 % of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis.

To the extent not previously paid, the Initial Term Loan would have been due and payable on March 25, 2027 , the Delayed Draw Term Loans due and payable on the earlier of the five-year anniversary of their initial funding or March 25, 2028 , and Revolving Loans due and payable on March 25, 2027 .

The Credit Facility obligated the Company to repay 0.25 % of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis.

In June 2025, the Company made a $ 14.9 million principal repayment on the Initial Term Loan in addition to the 0.25 % quarterly mandatory repayment.

The Credit Facility bears interest at a floating base rate plus an applicable margin.

The stated interest rate as of June 30, 2025 was approximately 9.45 % for the aggregate outstanding term loans.

The Credit Facility bore interest at a floating base rate plus an applicable margin.

The stated interest rate as of September 30, 2025 was approximately 9.15 % for the aggregate outstanding term loans.

The Company incurred total debt issuance cost of approximately $ 5.9 million, which is reported in the consolidated balance sheet as a direct reduction from the carrying amount of the Credit Facility and is amortized as interest expense over the term of five years.

The Credit Facility is secured by substantially all assets of the Company and its subsidiaries.

Proceeds from the Credit Facility may be used for permitted acquisitions and investments, working capital and other general corporate purposes.

The Credit Agreement contains financial and other covenants .

As of June 30, 2025, the Company was in compliance with all financial and other covenants .

Future principal payments on outstanding borrowings as of June 30, 2025 are as follows (in thousands):

Year Ending December 31, As of June 30, 2025

The Credit Facility was secured by substantially all assets of the Company and its subsidiaries.

Proceeds from the Credit Facility were permitted to be used for acquisitions and investments, working capital and other general corporate purposes.

The Credit Agreement contained financial and other covenants .

As of September 30, 2025, the Company was in compliance with all financial and other covenants .

Future principal payments on outstanding borrowings as of September 30, 2025 were as follows (in thousands):

Year Ending December 31, As of September 30, 2025

Total $ 116,225

In November 2025, the Company repaid the Credit Facility in full.

See Note 13, Subsequent Events.

Stock-Based Compensation

1 unchanged sentence

Stock-based compensation expense recognized in each category of the consolidated statements of operations was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

Forfeited ( 4,780 ) 10.58 —

Outstanding as of June 30, 2025 237,699 15.16 9,557

Exercisable as of June 30, 2025 237,669 $ 15.16 $ 9,557

As of June 30, 2025, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.4 years.

Outstanding as of September 30, 2025 227,594 15.40 6,345

Exercisable as of September 30, 2025 227,594 $ 15.40 $ 6,345

As of September 30, 2025, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.2 years.

The Company has not granted any new stock options since 2017 and all outstanding options vested prior to January 1, 2022.

Restricted Stock Units

The following table presents information regarding restricted stock units granted, exercised and forfeited for the period presented:

The following table presents information regarding restricted stock units granted, vested and forfeited for the period presented:

Shares Weighted Average

4 unchanged sentences

Forfeited ( 128,841 ) 35.49

Unvested shares as of June 30, 2025 1,393,567 $ 41.44

Unvested shares as of September 30, 2025 1,158,423 $ 41.11

Stock-based compensation expenses of $ 45.1 million related to unvested restricted stock units are expected to be recognized over a weighted average period of approximately 1.9 years.

1 unchanged sentence

Common Stock and Preferred Stock

As of June 30, 2025, the Company had 100,000,000 shares of common stock authorized and 42,987,772 shares of common stock outstanding.

As of September 30, 2025, the Company had 100,000,000 shares of common stock authorized and 43,192,339 shares of common stock outstanding.

Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock.

At June 30, 2025, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

At September 30, 2025, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company (the Board), whenever funds are legally available.

3 unchanged sentences

In April 2021, the Board approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company's common stock.

The Company repurchased no shares during the six months ended June 30, 2025 and 2024, respectively.

The Company repurchased no shares during the nine months ended September 30, 2025 and 2024, respectively.

Accumulated Comprehensive Income (Loss)

A summary of the components of Accumulated other comprehensive income (loss) is as follows (in thousands):

For the three months ended June 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of April 1, 2025 $ ( 1,761 ) $ 1,046 $ ( 715 )

Other comprehensive income 3,202 170 3,372

Balance as of June 30, 2025 $ 1,441 $ 1,216 $ 2,657

For the three months ended June 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of April 1, 2024 $ ( 1,408 ) $ ( 173 ) $ ( 1,581 )

Three months ended September 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2025 $ 1,441 $ 1,216 $ 2,657

Other comprehensive loss ( 1,423 ) 145 ( 1,278 )

Balance as of June 30, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

For the six months ended June 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of September 30, 2025 $ 18 $ 1,361 $ 1,379

Three months ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

Other comprehensive income 2,805 2,209 5,014

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

Nine Months Ended September 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2025 $ ( 3,113 ) $ 501 $ ( 2,612 )

Other comprehensive income 3,131 860 3,991

Balance as of June 30, 2025 $ 1,441 $ 1,216 $ 2,657

For the six months ended June 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of September 30, 2025 $ 18 $ 1,361 $ 1,379

Nine Months Ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2024 $ ( 76 ) $ 479 $ 403

Other comprehensive loss ( 1,517 ) ( 657 ) ( 2,174 )

Balance as of June 30, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

In connection with the nonmonetary exchange discussed in Note 4, the Company reclassified $0.9 million of previously unrealized gain from Accumulated other comprehensive income (loss) to Other (income), net during the six months ended June 30, 2025.

Other comprehensive income 1,288 1,552 2,840

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

The Company has two reporting segments:

11 unchanged sentences

Operating income (loss) of the Company’s segments was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

16 unchanged sentences

Depreciation and amortization 1,261 1,452 3,717 4,227

Other business operating loss (2,209) (2,004) (4,444) (3,519)

Other business operating income (loss) (1,967) (2,044) (6,405) (5,569)

Loss from investment in joint venture — ( 34 ) ( 305 ) ( 184 )

4 unchanged sentences

The following table presents the Company’s revenue by geographic region of the member (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Total revenue $ 366,920 $ 327,456 $ 1,062,452 $ 948,377

Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2025 and December 31, 2024.

Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2025 and December 31, 2024.

Subsequent Events

The Company has evaluated events subsequent to September 30, 2025 through the date of this filing to assess the need for potential recognition or disclosure.

Credit Facility Refinancing

In November 2025, the Company entered into a credit agreement with PNC Bank, National Association, acting as the administrative agent, that provides the Company with $120.0 million in credit consisting of a term loan in an aggregate principal amount of $100.0 million and commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $20.0 million (collectively, the "PNC Facility").

The PNC Facility is secured by substantially all of the Company's assets and those of its subsidiaries.

The Company used the proceeds from the PNC Facility to extinguish the outstanding balance under the Credit Facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements