03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:18
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements
The following discussion of the Company's historical performance and financial condition should be read together with the consolidated financial statements and related notes in "Item 8. Financial Statements and Supplemental Data" of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See "Item 1A. Risk Factors" of this Report for the discussion of risk factors and see "Cautionary Statement Regarding Forward-Looking Statements" for information on the forward-looking statements included below.
Summary of Information Contained in Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying audited financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
| · | Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A. | |
| · | Results of Operations. An analysis of our financial results comparing the twelve-month periods ended December 31, 2025 and 2024. | |
| · | Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. | |
| · | Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Overview
Our mission is to connect the world's cash to the new global digital financial system. We believe that providing the world with access to crypto assets will help transform the international financial order by providing the unbanked and billions of others in the world with a connection to a new global digital financial system that is more accessible, efficient and transparent than the legacy financial system.
Athena Bitcoin ATMs and Athena Plus
In order to achieve our mission, we are focused on developing, owning, and operating a global network of Athena-branded Bitcoin ATM machines, which are free standing kiosks that permit customers to buy or sell crypto assets in exchange for cash (banknotes) issued by sovereign governments - often referred to as fiat currencies. We utilize purchasing algorithms and other proprietary systems to manage crypto assets to ensure that we are able to meet consumer demand for crypto assets.
We have become one of the largest Bitcoin ATM operators in the United States and Latin America by installing ATMs in strategic locations that seek to maximize the ability to provide crypto assets to customers. These locations include convenience stores, shopping centers, and other easily accessible locations in urban, suburban and rural locations. Our network presently includes Athena Bitcoin ATMs in 33 U.S. states, the U.S. territory of Puerto Rico and four countries in Latin America. See table below for our ATM breakdown by country and type, as of December 31, 2025.
ATMs BY COUNTRY AND TYPE
| Country |
Number of Athena Bitcoin ATMs (as of December 31, 2025) |
Type of Fiat Currency | |
| Total | Two-Way | ||
| United States | 2,903* | - | U.S. Dollar |
| El Salvador | 27 | 24 | U.S. Dollar |
| Argentina | 6 | 6 | Argentine peso |
| Colombia | 15 | 15 | Colombian peso |
| Mexico | 2 | 2 | Mexican peso |
| Total | 2,953 | 47 | |
*Excludes Chivo-branded Bitcoin ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.
Customers can purchase as little as $1 of Bitcoin but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. The typical ATM that the Company operates is about 5-feet tall and features a large touchscreen for customer interaction. The customer typically needs to have a wallet application on their smart phone to buy or sell Bitcoin on our Bitcoin ATM. To initiate the transaction, the customer will follow the steps prompted on the screen. When a customer is buying Bitcoin, the machine will require the customer to insert paper Fiat Currency since our Bitcoin ATMs do not accept debit or credit cards. When the transaction is complete, a receipt will print showing exactly how many crypto assets have been bought and the receiving address. The Company's Bitcoin ATMs do not contain the crypto asset's private key. The Company sells Bitcoin from cloud-based wallets in each country, enabling real-time supply of crypto assets to its customers.
We offer Bitcoin for sale at all of our Bitcoin ATM machines. For the years ended December 31, 2025 and 2024, we completed 213,683 and 185,789 transactions in Bitcoin through our Bitcoin ATMs, respectively.
The Company buys most of its crypto assets through automated purchases on crypto exchanges and with digital assets trading firms based on algorithms the Company has developed for balancing its holdings with anticipated demand. The Company is also active in the over-the-counter dealer market and has bilateral relationships with several large crypto asset trading desks. We replenish our supply of Bitcoin, multiple times daily as needed, and hold Bitcoin in our wallet to sell to users of our Bitcoin ATMs. On average, we sell our holdings of Bitcoin within 2 days of purchase. We only transact in Bitcoin at our machines. We strive to keep holding periods short to reduce the effect of changes in Bitcoin/U.S. Dollar exchange rates on our business and to maximize our working capital. We do not invest or have long term holdings of any crypto currency.
We charge a fee for Bitcoin transactions through our Athena Bitcoin ATM, equal to the prevailing price at U.S.- based exchanges plus a markup that typically ranges between 13% and 28%. The prices shown to customers on our Bitcoin ATM are inclusive of this price spread and are calculated by multiplying the prevailing price level of crypto asset by one plus the markup. The markup varies by location. It is determined by a proprietary method that is maintained as a trade secret. Our revenues associated with our ATM transactions are recognized at the time when the crypto asset is delivered to the customer's wallet.
For the years ended December 31, 2025, and 2024, the average markup on Bitcoin sold was 24% and 22%, respectively.
We offer bitcoin for sale at all of our Bitcoin ATM machines. We also buy bitcoin at some of our Bitcoin ATM machines (also known as two-way ATMs). The cash withdrawal limit from our two-way Bitcoin ATMs is $2,000 per transaction (maximum of $1,000 in California). We replenish or withdraw fiat currencies at our Bitcoin ATMs twice a week or depending on usage, using bonded security companies.
Between January 1, 2022, and December 31, 2025, Bitcoin's price exhibited significant fluctuations. In early 2022, Bitcoin's price was around $47,459 by the end of March, before declining to approximately $29,000 by May 11, 2022. The downward trend continued, with the price falling below $23,000 in June 2022. By the end of 2022, Bitcoin's price was under $20,000. In 2023, Bitcoin's price rose consistently, ending the year at $42,258. In 2024, Bitcoin's price continued to rise, reaching a then all-time high of $106,147 on December 17, 2024. By December 31, 2024, the price was approximately $93,425. As of February 20, 2026, the price of Bitcoin was $67,711 and as of December 31, 2025, the price of Bitcoin was $87,711. On August 14, 2025, Bitcoin reached an all-time high price of $124,457. Refer below for a graph from statista.com of the price of bitcoin from January 1, 2022 through December 31, 2025. This shows the fluctuations of the price of bitcoin over time.
BITCOIN PRICE
*Through February 1, 2026
Bitcoin closing prices every 3 months from January 1, 2022 through February 1, 2026. Data source: Stooq Bitcoin historical quarterly data.
We believe that we are in the early stages of the new digital financial order system and that as crypto asset use cases expand and there is more worldwide adoption, the fluctuations in volume and price will decrease. Our focus is on prioritizing growth, especially in geographic areas where consumers are restricted from accessing the global financial system.
The Company has been active in increasing its geographic presence by expanding its Athena Bitcoin ATM Fleet. Refer below for a chart showing the active Athena Bitcoin ATMs from December 31, 2017, through December 31, 2025.
TOTAL ACTIVE ATMS OVER TIME
Number of Bitcoin ATMs by Year
| Year | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| # of Bitcoin ATMs | 65 | 64 | 59 | 137 | 392 | 445 | 1,829 | 3,111 | 2,953 |
ATMs, by location, are presented below as of December 31, 2025.
ATMs BY LOCATION
| Country |
Number of Athena Bitcoin ATMs (as of December 31, 2025) |
Type of Fiat Currency | |
| Total | Two-Way | ||
| United States | 2,903* | - | U.S. Dollar |
| El Salvador | 27 | 24 | U.S. Dollar |
| Argentina | 6 | 6 | Argentine peso |
| Colombia | 15 | 15 | Colombian peso |
| Mexico | 2 | 2 | Mexican peso |
| TOTAL | 2,953 | 47 | |
*Excludes Chivo-branded ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.
Athena Plus (Over-The-Counter or OTC)
The Company also offers personalized services ("Athena Plus") for the purpose of selling and buying crypto assets. Our Athena Plus service allows us to assist crypto asset buyers and sellers who wish to use their bank accounts. Through Athena Plus, we also generate revenue by selling Bitcoin directly to institutional traders, individuals and organizations. These transactions are typically completed telephonically for amounts that exceed $10,000 U.S. Dollars. The Company utilizes Bitcoin on hand and additional purchases, if necessary, to provide Bitcoin for the transaction. We charge a fee for Bitcoin transactions equal to the prevailing price at U.S.-based exchanges plus a markup.
White-label Service
The Company, as part of its strategy to expand globally, began working with the Government of El Salvador in late June 2021 to support the implementation of its Bitcoin Law. Six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. Under the new rules, bitcoin is no longer considered "currency," or "legal tender." Another change makes using bitcoin entirely voluntary. Previously, the law mandated that businesses accept bitcoin for any goods or services they provided. Additionally, Bitcoin can no longer be used to pay taxes or settle government debts. These changes are not expected to harm our operations because our Bitcoin ATM services in El Salvador do not depend on compulsory Bitcoin usage; rather, they cater to organic consumer demand. We believe demand for Bitcoin transactions will continue to be driven by individuals who choose to use Bitcoin. Our role as an ATM operator for Chivo remains unchanged whereby we continue to manage the Bitcoin ATMs on the government's behalf under our fixed-fee service arrangement.
The government is also stepping back from its involvement in Chivo Wallet, the state-backed digital wallet, by either transferring it to private sector management or terminating the program, as part of the country's agreement with the International Monetary Fund. We believe this development may open opportunities for private companies (including the Company) to fill any service gaps left by the government's reduced role. We have assessed the impact of the legislative changes and the Chivo transition, and do not foresee a negative impact on our business, in part because our existing ATM operations and customer base in El Salvador are expected to continue without disruption. There is no assurance that our assessment may not change depending on any future legal, political or economic changes in El Salvador.
We operate Bitcoin ATMs on behalf of the Government of El Salvador. These Bitcoin ATMs are owned by the Company. This white-label service is comprised of installing the machines for the customer and ensuring that the machines are operating in a way that they can be used by the Government of El Salvador and their users. To achieve this, the Company is responsible for loading and unloading cash, setting up the network, performing repairs and maintenance and other responsibilities to ensure that the machines are operating as intended. We charge a fixed monthly fee to operate these ATMs, as well as an additional fixed price for specific services that are required. The additional fixed price for specific services required is less than 1% of total revenue earned for the fixed monthly fee. The fixed price covers Athena's cost plus a reasonable profit margin. The Company charges a separate fixed fee for installation of the Bitcoin ATM as determined by the contract. The Company also charges a fixed fee each month for operating the Bitcoin ATM. The Company does not sell crypto assets directly to the users of the Bitcoin ATM.
When a user purchases Bitcoin from a Chivo-branded Bitcoin ATM, the ATM delivers the Bitcoin to the address selected by the user. This may be a Chivo wallet or any other wallet address, including a non-custodial wallet.
| · | Holder of Private Keys: If the user chooses to receive the Bitcoin in a Chivo wallet, then the Government of El Salvador (through the Chivo wallet system) retains custody of the private keys associated with that wallet. The Chivo wallet is a custodial wallet, meaning the end user does not have direct access to the private keys. In that scenario, the Government (or its designated Chivo wallet operator) has control over the crypto assets after delivery. |
However, users are not required to use a Chivo wallet. If the user inputs a non-custodial wallet address, the Bitcoin is delivered directly to that wallet, and the user retains sole control of the associated private keys. In all cases, regardless of the destination address, the Company never holds or has access to the private keys for Bitcoin purchased by users at the ATMs. Our role is strictly limited to operating the ATM infrastructure and facilitating the transaction; we do not have custody or manage digital assets on behalf of users.
| · | Method of Key Storage (Chivo Wallets): For transactions involving delivery to Chivo wallets, whereby the Company is not the custodian and does not have access to the Chivo wallet infrastructure, it is our understanding that the Government of El Salvador uses a combination of hot wallets (for real-time liquidity and immediate delivery) and potentially cold or multi-signature storage for operational security. Because transactions through Chivo ATMs require near-instantaneous delivery, the Chivo system maintains hot wallet liquidity to fulfill those transactions. The Company does not oversee or participate in the management of these storage practices. |
The Government of El Salvador has title to the private keys to the crypto assets. However, the Company acts as the custodian for the cash in the ATM machine as well as cash that is in-transit.
In 2021 and 2022, we installed a total of 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S. and 45 Chivo Bitcoin ATMs in other U.S. locations. The Company has not installed any new white-label ATMs in fiscal years 2024, 2025 or during 2026 to date. The Company provided no services related to the Chivo ecosystem in fiscal years 2024, 2025 or during 2026 to date.
Ancillary
The Company engages in services as part of its mission to bring the new digital financial system to the world. This includes the sale of point-of-sale terminals ("POS Terminals") and developing and supporting crypto ecosystems. In 2021, the Company agreed to develop the Chivo Ecosystem for El Salvador. The Chivo Ecosystem acts as the interface to El Salvador's Bitcoin Digital Wallet for El Salvador and its users. The Company's contract to develop the Chivo Ecosystem ended December 31, 2021.
The Company, due to contingencies related to not having title of the intellectual property in 2021 that serves as the foundation of the Chivo Ecosystem, did not recognize revenue in 2021. The contingency was lifted in 2022 when the Company obtained the right to use the intellectual property. The Company recognized revenue related to the development of the Chivo Ecosystem when the contingency was lifted. The Company anticipates no further revenue related to the Chivo intellectual property and ecosystem.
Key Performance Indicators and Non-GAAP Financial Measure and Trends
Athena Bitcoin ATMs
The number of Athena Bitcoin ATMs decreased from 3,111 to 2,953 or 5% from December 31, 2024 to December 31, 2025.
Transactions
Median ATM transaction size for Bitcoin decreased from $150 to $105, or 30% while the number of transactions increased from 185,789 to 213,683, or 13% during the twelve months ended December 31, 2024 and 2025, respectively.
Median OTC transaction size for all crypto assets decreased from $40,661 to $12,290 or 70% while the number of transactions increased from 83 to 288 or 247% during the twelve months ended December 31, 2024 and 2025, respectively.
Adjusted EBITDA
We use Adjusted EBITDA as a non-GAAP financial measure. We define Adjusted EBITDA as net earnings attributable to Athena Bitcoin Global stockholders plus the following items: interest expense, fees on virtual vault services; income tax expense (benefit); one-time expenses (loss on extinguishment of debt and credit loss); and depreciation and amortization. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The Company believes that Adjusted EBITDA is a more relevant supplemental measure of performance than other GAAP performance measures. Adjusted EBITDA is a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. Management presents the non-GAAP financial measure of Adjusted EBITDA because it considers this to be an important supplemental measure of performance. Management believes that this non-GAAP financial measure provides additional insight for analysts and investors evaluating the Company's financial and operational performance by providing a consistent basis of comparison across periods.
ADJUSTED EBITDA
(in thousands)
|
Year Ended December 31, 2025 |
Year Ended December 31, 2024 |
|||||||
| Net (loss) income | $ | (6,034 | ) | $ | 10,284 | |||
| Adjusted to exclude the following: | ||||||||
| Interest expense | 745 | 1,884 | ||||||
| Fees on virtual vault services | 1,580 | 2,059 | ||||||
| Income tax (benefit) expense | (655 | ) | 4,733 | |||||
| One-time expenses | ||||||||
| Loss on extinguishment of debt | 5,283 | - | ||||||
| Credit loss | - | 798 | ||||||
| Depreciation and amortization | 9,506 | 5,173 | ||||||
| Adjusted EBITDA | $ | 10,425 | $ | 24,931 | ||||
Key Factors Affecting Our Performance
The performance of our business operations has been and will continue to be affected by a number of factors, including;
| · | The price and volatility of crypto assets | |
| · | Adoption of crypto assets as a medium of exchange by merchants and their trading partners | |
| · | Adoption of crypto assets as a store of value by investors | |
| · | That total number of Bitcoin ATMs could reach a saturation in the markets where the Company operates, and the demand, as measured on a per Bitcoin ATM basis, would decrease | |
| · | Investments made by the Company, including in new technologies and strategic acquisitions | |
| · | The ability to determine the transaction fee for Bitcoin ATM transactions | |
| · | The Company's product and service offerings, including potentially increasing its white-label service offerings. | |
| · | Regulations in U.S. and international market | |
| · | Access to supply of new Bitcoin ATM machines from third-party manufacturers |
Components of Results of Operations
Consolidated Balance Sheets
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash maintained at various financial institutions, cash in transit, and cash in Bitcoin ATMs owned and leased by the Company.
The Company maintains cash balances at various financial institutions. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution. The Company has deposits in excess of the FDIC-insured limit. The Company has not experienced any losses in such accounts and believes that it is not exposed to significant credit risk due to the financial position of the depository institutions, third-party crypto exchanges or investment vehicles in which those deposits are held. The Company has significant cash in Bitcoin ATMs, held on various third-party crypto exchanges and in transit with cash logistic providers. Cash in transit consists of cash that is picked up by armored truck companies from the Company's Bitcoin ATMs but not yet deposited in the Company's bank accounts. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck companies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses.
Crypto assets held
The Company's crypto assets are Bitcoin and Stablecoins and they are considered indefinite-lived intangible assets and are initially measured at cost and are not amortized. As intangible assets, Bitcoin and Tether held are initially recorded at cost. However, effective as of January 1, 2025, the Company began measuring crypto assets held at their fair value. The Company determines the fair value of its Bitcoin based on quoted (unadjusted) prices on CoinMarketCap.
The Company purchases Bitcoin, which is held in the Company's hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in Bitcoin prices. As of July 19, 2023, the Company only transacts in Bitcoin at its Bitcoin ATMs in exchange for cash, on a predetermined markup at the time of the transaction. However, there may be multiple days between the purchase of the Bitcoin and the sale of the Bitcoin. When Bitcoin is sold to customers, the Company relieves the adjusted cost basis of the crypto asset, net of impairments/unrealized gains and losses, on a first-in, first-out basis within cost of revenue.
Property and equipment
Property and equipment is mostly composed of ATM equipment which is depreciated over a three year period.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Revenue
Athena Bitcoin ATM
We generate the majority of our revenue from the sale of bitcoin through our network of ATM machines. The Company generated 97% and 96% of its revenue from Bitcoin ATM sales for the years ended December 31, 2025 and 2024, respectively. The Company recognizes revenue at the point in time when the customer receives the crypto asset. The revenue recognized is the gross transaction amount of crypto assets sold. Revenue is primarily correlated with transaction volume.
Athena Plus
We generate revenue from selling crypto assets to institutional traders and organizations. These are typically done via the phone. The Company generated 2% and 2% of its revenue from Athena Plus for the years ended December 31, 2025 and 2024, respectively. The Company recognizes revenue at the point in time when the customers receive the crypto asset. The revenue recognized is the gross transaction amount of crypto assets sold. Revenue is primarily correlated with transaction volume.
White-label Service
We generate revenue by installing and operating Bitcoin ATMs on behalf of third parties. Operating responsibilities include providing the ATMs, loading and unloading cash, setting up the network, repairs and maintenance, and software upgrades, if necessary. The Company generated 1% and 2% of its revenue from white-label service for the years ended December 31, 2025 and 2024, respectively. We charge a fixed monthly service fee to operate these machines. We also charge customers an additional fixed price for certain services, which is an insignificant part of the total revenue for white-label service (less than 1 %). The Company does not sell crypto assets to these customers. The Company recognizes the monthly service fee over the term of the service contract.
The Company permits the customer to terminate the white-label service contract for specific ATMs as well as in total at any point during the contractual term for no penalty. As a result, the contracts for each ATM are considered month to month.
Ancillary
The Company is actively engaged in looking into other revenue streams that may aid our mission to connect the world with the new global digital financial system. We have engaged in projects such as developing software that may help customers manage their crypto assets as well as selling POS Terminals to customers.
Through December 31, 2025, the ancillary revenue stream has been sporadic and immaterial. The Company generated less than 1% of its revenue from these other revenue streams for the years ended December 31, 2025 and 2024.
Cost of Revenues
Cost of revenues consists primarily of expenses related to the acquisition of crypto assets (including the costs to purchase crypto assets from users in our ATMs and from third-party exchanges). The acquired crypto asset is recorded at cost of acquisition, i.e., it is inclusive of any surcharge or markdown. The Company commonly acquires crypto assets through third-party dealers and exchanges, as well as purchasing crypto assets from customers through our two-way ATMs. The Company assigns the costs of crypto assets sold in its revenue transactions on a first-in, first-out basis.
The crypto assets acquired are initially measured at cost and subsequently measured at fair value, with changes in fair value recorded in net income in each reporting period. The change in fair value is reflected in cost of revenues in the consolidated statement of operations and comprehensive income. The Company, through its proprietary knowledge rarely holds crypto assets for more than 2 days, reducing this risk.
Additionally, cost of revenues includes the cost of installing the Bitcoin ATMs, the costs of operating the Bitcoin ATMs from which crypto assets are sold (including the associated rent expense, related incentives, Bitcoin ATM cash losses, software licensing fees for the ATMs, depreciation, general liability insurance, and utilities), fees paid to service the Bitcoin ATM machines and transport cash to the banks, and outsourced customer support staff for white-label services.
Operating Expenses
The Company's expenses consist of general and administrative, sales and marketing, technology and development and other operating expenses.
General and Administrative
General and administrative expenses consist primarily of staff salaries and other staff-related costs (for everyone at Athena except for the technology & development team and the marketing team), personnel in executive, commercial, finance, accounting, legal, and investor relations.
Other significant general and administrative costs include costs relating to facilities and overhead costs, legal fees relating to corporate matters, litigation, SEC filings, insurance, investor relations costs, fees for accounting and consulting services, and other general and administrative costs. General and administrative costs are expensed as incurred, and we accrue amounts for services provided by third parties related to the above expenses by monitoring the status of services provided and receiving estimates from our service providers and adjusting our accruals as actual costs become known.
It is expected that the general and administrative expenses will increase over the next several years to support our expanding activities, potential commercialization of other product and service candidates and the increased costs of operating as a public company. These increases are anticipated to include increased costs related to the hiring of additional personnel, developing commercial infrastructure, fees to outside consultants, lawyers and accountants, and increased costs associated with being a public company, as well as expenses related to services associated with maintaining compliance with SEC requirements, insurance and investor relations costs.
Sales and Marketing
Sales and marketing consist principally of the marketing staff and marketing management salaries and other staff-related costs.
Other significant sales and marketing expenses include costs relating to the website and trade shows.
It is expected that the sales and marketing expenses will increase over the next several years to support our expanding activities, and potential commercialization of other products and services. These increases are expected to include increased costs related to the hiring of additional personnel and increased participation in trade shows.
Technology and Development
Technology and development costs are expenses incurred to develop the Company's other revenue streams, primarily software.
It is expected that the technology and development expenses will increase over the next several years to support our expanding activities and the commercialization of other products and services. These increases are anticipated to include increased costs related to the hiring of additional personnel, developing commercial infrastructure and the need for additional servers.
Other Operating Expenses
Other operating expenses consists of fees related to immigration of employees and other employee transition expenses.
Interest Expense
Interest expense consists of interest expense and includes amortization of debt discount and issuance costs.
Fees on Virtual Vault Services
Virtual Vault is a term used in the Armored Car and Cash Transport industry to define a service provided by armored car services for assets considered property of the bank when the bank does not have a physical vault or location in a given state or location. The fees for virtual vault services included in the accompanying consolidated statement of operations and comprehensive income are for a currency availability service provided to the Company by its bank for making funds held in a virtual vault immediately available to the Company. Neither the term nor the service is related to virtual currency or crypto assets.
Other (Income) Expense
This includes foreign currency transaction gain/loss and penalties as applicable.
Income Tax Expense
The Company was taxed as a partnership for U.S. federal and state income tax purposes for tax years prior to 2020. There is no provision for income taxes for those years.
For periods after 2020 income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets in accordance with FASB ASC 740, Income Taxes ("ASC 740"), which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income (loss).
The Company accrues liabilities for uncertain tax positions that are not, more likely than not, to be sustained upon examination as of December 31, 2025 and 2024. Interest and penalties related to uncertain tax positions are recorded in accrued liabilities in the accompanying consolidated balance sheets. The Company had no unrecognized tax benefits as of December 31, 2025 and 2024, that if recognized, would affect its annual effective tax rate.
Results of Operations
The majority of the numbers presented below are rounded numbers and should be considered as approximate.
Comparison of the Years Ended December 31, 2025 and 2024
The table below sets forth, for the periods presented, certain historical financial information.
| For the years ended | ||||||||||||||||
| December 31, 2025 | December 31, 2024 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues | $ | 234,597 | $ | 285,391 | $ | (50,794 | ) | (18 | %) | |||||||
| Cost of revenues | 209,759 | 247,391 | (37,632 | ) | (15 | %) | ||||||||||
| Gross profit | 24,838 | 38,000 | (13,162 | ) | (35 | %) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Technology and development | 1,553 | 1,351 | 202 | 15 | % | |||||||||||
| General and administrative | 16,399 | 10,513 | 5,886 | 56 | % | |||||||||||
| Sales and marketing | 1,573 | 1,898 | (325 | ) | (17 | %) | ||||||||||
| Credit loss expense | - | 798 | (798 | ) | (100 | %) | ||||||||||
| Litigation expense | 3,460 | 3,000 | 460 | 15 | % | |||||||||||
| Other operating expense | 836 | 1,149 | (313 | ) | (27 | %) | ||||||||||
| Total operating expenses | 23,821 | 18,709 | 5,112 | 27 | % | |||||||||||
| Income from operations | 1,017 | 19,291 | (18,274 | ) | (95 | %) | ||||||||||
| Interest expense | 745 | 1,884 | (1,139 | ) | (60 | %) | ||||||||||
| Fees on virtual vault services | 1,580 | 2,059 | (479 | ) | (23 | %) | ||||||||||
| Loss on extinguishment of debt | 5,283 | - | 5,283 | 100 | % | |||||||||||
| Other expense | 98 | 331 | (233 | ) | (70 | %) | ||||||||||
| (Loss) income before income taxes | (6,689 | ) | 15,017 | (21,706 | ) | (145 | %) | |||||||||
| Income tax (benefit) expense | (655 | ) | 4,733 | ) | (5,388 | ) | (114 | %) | ||||||||
| Net (loss) income | $ | (6,034 | ) | $ | 10,284 | $ | (16,318 | ) | (159 | %) | ||||||
| Basic (loss) earnings per share | $ | (0.00147 | ) | $ | 0.00251 | $ | (0.00398 | ) | (159 | %) | ||||||
| Diluted (loss) earnings per share | $ | (0.00147 | ) | $ | 0.00236 | $ | (0.00383 | ) | (162 | %) | ||||||
| Weighted average shares outstanding - Basic | 4,095,009,545 | 4,094,816,668 | 192,877 | - | ||||||||||||
| Weighted average shares outstanding - Diluted | 4,095,009,545 | 4,466,443,337 | (371,433,792 | ) | (8 | %) | ||||||||||
| Comprehensive (loss) income | ||||||||||||||||
| Net (loss) income | $ | (6,034 | ) | $ | 10,284 | $ | (16,318 | ) | (159 | %) | ||||||
| Foreign currency translation adjustment, net of tax | (29 | ) | 14 | (43 | ) | (307 | %) | |||||||||
| Comprehensive (loss) income | $ | (6,063 | ) | $ | 10,298 | $ | (16,361 | ) | (159 | %) | ||||||
Revenues
| Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue by stream | ||||||||||||||||
| Athena Bitcoin ATM | $ | 226,475 | $ | 274,954 | $ | (48,479 | ) | (18 | %) | |||||||
| Athena Plus (OTC) | 4,336 | 4,977 | (641 | ) | (13 | %) | ||||||||||
| White-label Service | 2,790 | 4,845 | (2,055 | ) | (42 | %) | ||||||||||
| Ancillary and other | 996 | 615 | 381 | 62 | % | |||||||||||
| Total Revenue | $ | 234,597 | $ | 285,391 | $ | (50,794 | ) | (18 | %) | |||||||
Athena Bitcoin ATM Revenue (in thousands except number of Bitcoin ATMs)
Athena Bitcoin ATM revenue decreased $48,479, or 18% from $274,954 to $226,475 during the years ended December 31, 2024 to December 31, 2025, respectively. The decline in revenue is primarily due to decrease of the size of individual transactions, despite an increase in overall transaction volume, driven by economic factors and market volatility. Median transaction size for all crypto assets decreased from $150 to $105, or 30% and the average markup for Bitcoin increased from 22% to 24% during the years ended December 31, 2024 to December 31, 2025, respectively. The number of Bitcoin ATMs decreased from 3,111 to 2,953, or 5% from December 31, 2024 to December 31, 2025, respectively. The number of Bitcoin ATM transactions increased from 185,789 to 213,683 or 15% for the year ended December 31, 2024, compared to the year ended December 31, 2025, respectively.
Athena Plus (in thousands except number of sales transactions)
Athena Plus revenue decreased $641 or 13% from $4,977 to $4,336 for the years ended December 31, 2024 compared to the year ended December 31, 2025, respectively. Median transaction size for all crypto assets decreased from $40,661 to $12,290 or 70% and the number of sales transactions increased from 83 to 228, or 175% over the same periods. Athena Plus revenue is dependent on the demands of certain institutional traders, which vary period to period.
White-Label Service (in thousands)
White-Label Service revenue decreased $2,055 or 42% from $4,845 to $2,790 for the year ended December 31, 2024, compared to the year ended December 31, 2025, respectively. This decrease was driven by a decrease in monthly service fees of the contract during the last quarter ended December 31, 2024.
Ancillary (in thousands)
Ancillary revenue increased $381 or 62% from $615 to $996 from the year ended December 31, 2024 to the year ended December 31, 2025, respectively. This increase is primarily due to the Company recognizing revenues related to transaction fees charged to affiliates. Ancillary revenue also includes non-recurring revenue that is dependent on one-time projects to help develop the crypto ecosystem. As such, the Company anticipates that there may be significant fluctuations in ancillary revenue recognized each period.
Cost of Revenues and Gross Profit (in thousands except number of Bitcoin ATMs)
Cost of revenues consists primarily of expenses related to the acquisition of Bitcoin; including the costs to purchase Bitcoin from users of the Company's Bitcoin ATMs and from third-party exchanges which are assigned on a first-in, first-out basis, and cost of revenues includes the costs of operating the Bitcoin ATMs from which Bitcoin are sold (including the associated rent expense, related incentives, Bitcoin ATM cash losses, software licensing fees for the ATMs, depreciation, insurance, and utilities), crypto asset (subject to impairment in 2024 and changed to valuation at fair value in 2025) and fees paid to service the ATMs and the transport of cash to the banks. For the years ended December 31, 2025 and 2024, the costs related to the acquisition of Bitcoin sold were $173,834 and $214,723, respectively. Impairment of crypto assets held for the year ended December 31, 2025 and 2024 was $0 and $1,779, respectively. The increase in cost related to acquisition of Bitcoin sold was primarily a result of the increased transactions of Bitcoin. For the year ended December 31, 2025, and 2024, the costs of operating the Bitcoin ATMs were $14.387 and $13,643, respectively. The increase in operating costs was primarily driven by higher servicing and cash logistics costs, including increased cash pickup schedules at higher-volume locations, partially offset by a decrease in the number of ATMs installed during the year, which decreased from 3,111 to 2,953, or 5% from the year ended December 31, 2024 to the year ended December 31, 2025, respectively.
Gross profit decreased $13,162 or 35% and gross profit percentage decreased from 13% to 11%, primarily due to decrease in the revenue transaction size for the year, for the year ended December 31, 2025, compared to the year ended December 31, 2024, respectively.
Operating Expenses (in thousands)
Total operating expenses increased $5,112 or 27% from the year ended December 31, 2024 to the year ended December 31, 2025. A breakdown of total operating expenses are shown below.
OPERATING EXPENSES
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Technology and development | $ | 1,553 | $ | 1,351 | $ | 202 | 15 | % | ||||||||
| General and administrative | 16,399 | 10,513 | 5,886 | 56 | % | |||||||||||
| Sales and marketing | 1,573 | 1,898 | (325 | ) | (17 | %) | ||||||||||
| Credit loss | - | 798 | (798 | ) | (100 | %) | ||||||||||
| Litigation expense | 3,460 | 3,000 | 460 | 15 | % | |||||||||||
| Other operating | 836 | 1,149 | (313 | ) | (27 | %) | ||||||||||
| $ | 23,821 | $ | 18,709 | $ | 5,112 | 27 | % | |||||||||
Technology and development expenses increased by $202 or 15% from $1,351 to $1,553 from the year ended December 31, 2024 to the year ended December 31, 2025, respectively, mostly due to development of potential new products and an increase in overhead to support the global expansion of the Athena Bitcoin ATMs.
General and administrative expenses increased by $5,886 or 56%, from $10,513 to $16,399 from the year ended December 31, 2024 to the year ended December 31, 2025, respectively, due mostly to increase in litigation fees along with salaries and benefits to employees.
Sales and marketing expenses decreased by $325 or 17% from $1,898 to $1,573 from the year ended December 31, 2024 to the year ended December 31, 2025, respectively, due to an decrease in branding, marketing and sales infrastructure and a decrease in marketing and sales personnel, as we have pivoted employees to lower cost environment locations in Latin America, in particular El Salvador.
Credit loss in 2024 of $798 represents the write-off of the receivable from Chivo which was included in the financial settlement of June 2024 whereby all accounts owed between Chivo and the Company, were written off as part of the settlement (see "Contracts with Chivo, Sociedad Anónima de Capital Variable of El Salvador").
Litigation expense increased by $460 or 15% from $3,000 to $3,460 from the year ended December 31, 2024 to the year ended December 31, 2025, respectively, mostly due to the Company's accrual for the exposure to litigations (see "Legal Proceedings").
Interest and Fees (in thousands)
INTEREST AND FEES
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Interest expense | $ | 745 | $ | 1,884 | $ | (1,139 | ) | (60 | %) | |||||||
| Fees for virtual vault services | 1,580 | 2,059 | (479 | ) | (23 | %) | ||||||||||
Interest expense decreased $1,139 or 60% from $1,884 to $745 from year-ended December 31, 2024 to year-ended December 31, 2025, respectively, due mostly to a reduction of interest-bearing debt.
Fees for virtual vault services decreased $479 or 23% from $2,059 to $1,580 from year-ended December 31, 2024 to year-ended December 31, 2025, respectively primarily due mostly to the Company's decrease use of its bank currency availability service which makes funds held in a virtual vault immediately available to the Company.
Loss on extinguishment of debt (in thousands)
During the twelve months ended December 31, 2025, the Company recorded a loss due to the extinguishment of debt of $5,283 related to the termination and settlement of all outstanding obligations under the Equipment Financing Agreements, the Omnibus Equipment Refinancing Agreement, the Location Referral Agreement, the Client Services Agreement, and the Development Services Agreement. The loss included the extinguishment of the debt of $4,602 and $681 of unamortized imputed interest, both of which are included in loss on extinguishment of debt expense in the consolidated statements of operations and comprehensive income (loss).
Income Tax Benefit (Expense) (in thousands)
Income tax expense decreased $5,388 or 114% from $4,733 tax expense to $655 tax benefit from year-ended December 31, 2024 to year-ended December 31, 2025, respectively. The decrease in income tax expense is mainly due to a decrease in income before income taxes, which decreased from income of $15,017 to a loss of ($6,689) from the years ended December 31, 2024 to December 31, 2025, respectively.
Liquidity and Capital Resources (in thousands)
As of December 31, 2025, and 2024, we had cash balances of $11,376 and $17,506, respectively. The Company also had working capital deficits of $9,235 and $2,506, respectively, largely due to operating lease liabilities, current portion of $8,751 and $9,627 as of December 31, 2025, and 2024, respectively.
Our Bitcoin ATM business has two significant components of working capital - holdings of crypto assets and cash holdings in the machines and in transit, i.e., once it has been removed from the machines and it is the process of being counted and credited to our account with the appropriate banking institution. We must buy our holdings in cash and do not get a credit from our counterparties. On average, we hold 2 days of anticipated sales of Bitcoin at our Bitcoin ATM machines. We strive to keep this period short to reduce the effect of changes in Bitcoin /U.S. Dollar exchange rates on our business and to minimize our working capital. Our cash logistics contractors restock or remove cash from our machines periodically, the frequency of this service determined by a host of operational considerations like historical trend of sales, current levels of cash in the machines, route considerations, public holidays, and incremental cost of each removal etc. We employ a data driven strategy based on factors we have learned over the years to reduce the amount of cash deployed. It currently takes anywhere from 3 to 7 days from the time the cash is picked up from the Bitcoin ATM machines to be credited to our account. An increase in the amount of days when the cash is credited to our account, would impact our ability to restock our holdings of Bitcoin in a timely manner which could create a situation where there are insufficient amounts of Bitcoin to fulfill customer orders.
The Company, given how actively we manage our cash logistics, and how we prioritize and leverage cash pick up based on proprietary operating algorithms and practices, is able to finance and perform its daily operating activities and manage liquidity, while also maintaining the noted levels of cash in the Bitcoin ATM machines. For the twelve months ended December 31, 2025, the average cash balance was $2.434 per machine in the United States. For the twelve months ended December 31, 2024, the average cash balance was $2.225 per machine in the United States. For newly installed Bitcoin ATMs, it may take weeks before the Bitcoin ATMs reach normal operating activity, resulting in a reduction of cash in these machines compared to normal operating Bitcoin ATMs. The Company generally has minimum cash of $2.5 in each dispenser in two-way Bitcoin ATM machines in order to have sufficient cash to operate them. The remaining cash is withdrawn from the machine in order to fund the Company's operations.
Our Athena Plus (phone sales) has a lower level of capital required since we only function on days other market participants and banks and our trades are cash settled every day. The Company does not separately hold Bitcoin earmarked for Bitcoin ATM sales as opposed to phone sales and the Company holds approximately 2 days' worth of bitcoin needed for transactions at its Bitcoin ATMs. We strive to minimize the amount of working capital deployed for better financial results.
Our financing needs are influenced by our level of business operations and generally increase with higher levels of revenue. We strive to minimize the amount of financing requested to assist with operating the business.
Our material cash requirements and time periods of such requirements from known contractual and other obligations amount to, in the aggregate, approximately $33,398 for 2026 and $20,757 for the years 2027 through 2030 which we expect will be met through our ongoing operations. However, our operating plans may change, and we may need additional funds to meet operational needs and capital requirements for redeploying ATM equipment and pursuing other initiatives.
Our consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Going Concern and Management Liquidity Plans (in thousands)
As of December 31, 2025, we had an accumulated deficit of $497 and a working capital deficit of $9,235, and for the twelve months ended December 31, 2025, net loss of $6,034 and cash provided by operating activities of $12,618. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company is self-funded and generates sufficient cash to fund its global operations through its operations.
The accompanying consolidated financial statements have been prepared in accordance with GAAP on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Additionally, wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock, preferred stock or warrants to purchase shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders to issue all or part of the authorized but unissued shares of common stock, preferred stock or warrants to purchase such shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market in the future. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management's ability to maintain control of us, because the shares may be issued to parties or entities committed to supporting existing management.
Recent Financing Transactions (in thousands)
Equipment notes payable
On September 19, 2024, Athena Bitcoin and Taproot Acquisition Enterprises, LLC, a Delaware limited liability company ("Taproot"), entered into an Omnibus Equipment Refinancing Agreement providing for the refinance of Athena Bitcoin's debt obligations previously incurred in connection with the purchase of Bitcoin ATMs pursuant to the previously entered into equipment financing agreements for the purchase of the equipment by Athena Bitcoin from Taproot. The parties agreed that the total outstanding balance of $2,120 would be paid by one inception payment of $1,158 upon the execution of the agreement and followed by weekly payments of $20 for a period of 48 weeks. The Omnibus Equipment Refinancing Agreement also contains representations and warranties of both parties with respect to clear and marketable title of the equipment and provides provisions addressing an event of default by Athena Bitcoin as a purchaser of the equipment. As of December 31, 2025, the outstanding principal was $0 because on September 4, 2025, Athena Bitcoin entered into a Release and Termination Agreement with Taproot and the Taproot Parties to terminate and settle all outstanding obligations under several prior arrangements, including the Equipment Financing Agreements, the Omnibus Equipment Refinancing Agreement, the Location Referral Agreement, the Client Services Agreement, and the Development Services Agreement (see Short-term debt below).
On October 30, 2024, Athena Bitcoin entered into an Equipment Financing Agreement with Taproot (the "Financing Agreement") to purchase certain Bitcoin ATMs listed in the Financing Agreement. The Financing Agreement amends and supersedes previous equipment purchase agreements between the parties. Under the Financing Agreement, Athena Bitcoin will acquire from Taproot installed Bitcoin ATMs or additional Bitcoin ATMs at the price per Bitcoin ATM set forth in the Equipment Agreement. The downpayment was to be paid in 4 installments with the first payment due and paid by Athena Bitcoin as of October 31, 2024, and the last payment was due by January 31, 2025; which last payment was made on January 27, 2025.
In addition, Athena Bitcoin agreed to pay a fee equal to 0.8% of the revenue (to be paid weekly) derived from the sale of Bitcoin in each Bitcoin ATM location until the expiration of the term of the Financing Agreement (36 months) or until full payment of total purchase price for the equipment subject to certain additional limitations. The Financing Agreement also provides the provisions addressing the event of default by either Taproot or Athena Bitcoin, and respective available remedies. Certain property on which the equipment units are located is subject to merchant agreements (as listed in the Financing Agreement), and the Financing Agreement provides for assignment and assumption of merchant agreements and leases, as may be applicable. Furthermore, Taproot is to maintain a first priority interest on the Bitcoin ATMs until fully paid for. In connection therewith, Athena Bitcoin, Taproot and KGPLA Holdings LLC, an entity in which Mike Komaransky, a former director and principal shareholder of Athena Bitcoin has a controlling interest and whose Chief Investment Officer is Huaxing "Jason" Lu, our director, entered into a First Amendment to the Intercreditor Agreement dated as of October 23, 2024, pursuant to which KGPLA agreed to the subordination of its first priority security position on collateral of Athena Bitcoin to Taproot. As of December 31, 2025, the outstanding principal was $0 because on September 4, 2025, Athena Bitcoin entered into a Release and Termination Agreement with Taproot and the Taproot Parties to terminate and settle all outstanding obligations under several prior arrangements, including the Equipment Financing Agreements, the Omnibus Equipment Refinancing Agreement, the Location Referral Agreement, the Client Services Agreement, and the Development Services Agreement (see Short-term debt below).
Short-term debt
On February 26, 2024, the Company entered into a financing agreement for $170 with National Partners PFco LLC to pay the insurance premium on its directors' and officers' insurance with an annual percentage rate of 8.45% per annum repayable in ten monthly installments beginning March 14, 2024. On October 11, 2024, the Company increased its coverage for the same policy and entered into an additional financing agreement for $170 with an annual percentage rate of 7.95%, repayable in ten monthly installments beginning November 11, 2024. As of December 31, 2025 and 2024, the outstanding principal was $0 and $140, respectively.
On December 19, 2024, the Company entered into financing agreements for $116 with National Partners PFco LLC., to pay the insurance premium on its commercial liability insurance with an annual interest rate of 7.95% per annum, repayable in eight monthly installments beginning January 11, 2025. As of December 31, 2025, and 2024, the outstanding principal was $0 and $116, respectively.
On May 30, 2025, the Company entered into financing agreements for $280 with E.T.I. Financial Corporation, to pay the insurance premium on its cyber, crime and employment practices liability insurance with an annual interest rate of 9.51% per annum, repayable in ten monthly installments beginning June 14, 2025. As of December 31, 2025, the outstanding principal was $88.
On September 4, 2025, the Company entered into a Release and Termination Agreement with Taproot and the Taproot Parties to terminate and settle all outstanding obligations under several prior arrangements, including the Equipment Financing Agreements, the Omnibus Equipment Refinancing Agreement, the Location Referral Agreement, the Client Services Agreement, and the Development Services Agreement. Under the terms of the Release and Termination Agreement, the Company agreed to pay the Taproot Parties an aggregate Termination Payment of $9,000, consisting of an upfront payment of $3,000 upon execution of the agreement and weekly installments of $115.4 over 52 weeks. Upon payment in full, all security interests, liens, and other encumbrances under the prior agreements will be released, and all outstanding obligations between the parties will be deemed satisfied and discharged.
At the date of settlement, the carrying amount of the debt obligation under the Equipment Financing Agreement was $4,300. The Company also recorded the following items associated with the extinguishment of debt:
| a) | $3,200, related to the Equipment Financing Agreement and 2024 Financing Royalty Buy-Out, representing the lump-sum buy-out of a 0.5% vendor participation obligation. | |
| b) | $300, related to the Location Referral Agreement and Location Agreement Buy-Out, representing the lump-sum buy-out of a referral revenue share obligation. | |
| c) | $1,100, recorded as a settlement premium, representing the excess of the total settlement consideration over the carrying amount of the extinguished obligations. |
During the twelve months ended December 31, 2025, the Company recorded a loss due to the extinguishment of debt of $5,283 related to the termination and settlement of all outstanding obligations under the Equipment Financing Agreements, the Omnibus Equipment Refinancing Agreement, the Location Referral Agreement, the Client Services Agreement, and the Development Services Agreement. The loss included the extinguishment of the debt of $4,602 and $681 of unamortized imputed interest, both of which are included in loss on extinguishment of debt expense in the consolidated statements of operations and comprehensive income (loss).
As of December 31, 2025, and 2024, the outstanding principal of the Release and Termination Agreement was $4,000 and $0, respectively, which was included in short-term debt in the consolidated balance sheets.
On October 9, 2025, the Company entered into insurance premium financing agreements for $223 (gross premium in the amount of $284 less $61 deposit) with E.T.I. Financial Corporation, to pay the insurance premium on its directors' and officers' insurance with an annual interest rate of 9.51% per annum, repayable in ten monthly installments beginning November 11, 2025. As of December 31, 2025, the outstanding principal was $180.
On December 30, 2025, the Company entered into insurance premium financing agreements for $59 (gross premium in the amount of $74 less $15 deposit) with E.T.I. Financial Corporation, to pay the insurance premium on its commercial general liability insurance with an annual interest rate of 12.06% per annum, repayable in ten monthly installments beginning February 1, 2026. As of December 31, 2025, the outstanding principal was $59.
Note payable, Related-Party
On May 15, 2023, the Company entered into a Senior Secured Loan Agreement, as amended (the "Loan Agreement") and Senior Secured Revolving Credit Promissory Note (the "Revolving Credit Note") with KGPLA, an entity in which Michael Komaransky, a former director and 40.8% beneficial owner of the Company has a controlling interest and serves as Manager of such entity, and whose Chief Investment Officer is Huaxing "Jason" Lu, our director.. The Revolving Credit Note allowed the Company to borrow up to $4,000 for the operations of its New Bitcoin ATM Machines, as defined in the Loan Agreement, with a maturity date of May 15, 2024. Revenue share fees for this agreement were calculated based on a percentage of the gross daily receipts generated from these machines and were recorded as part of interest expense in the consolidated statements of operations and comprehensive income (loss). In connection with the above loan transaction and issuance of Revolving Credit Note, the Company granted KGPLA a first priority lien and security interest in and to all of the Company's assets, except for property previously pledged to Banco Hipotecario, which has since been repaid in full, and with respect to such assets, the Company granted KGPLA a second priority lien. On March 28, 2024, the Company repaid the principal amount of $4,000 (together fees due) on the Senior Secured Revolving Credit Promissory Note due with KGPLA. The debt was settled in full in accordance with the terms outlined in the Revolving Credit Note and was funded using cash reserves generated from the Company's operating activities. The early payoff of this debt resulted in the elimination of revenue share fees. As of December 31, 2025, and 2024, the outstanding principal was $0.
Convertible debt, related-party
On January 31, 2020, the Company entered into a Secured Convertible Debenture agreement with KGPLA. The Secured Convertible Debenture provided for a principal amount of $3,000, with a maturity date of January 31, 2025, which was extended to January 31, 2026. Interest as defined by the agreement is 8% per annum. The Secured Convertible Debenture is convertible into shares of the Company's common stock at a conversion price equal to $0.012 per share or, if lower, a price determined by specified formulas depending on the type of conversion event: (a) upon the next sale (or series of related sales) by the Company of additional equity securities under an exemption from registration available under the rules promulgated under the Securities Act, from which the Company receives gross proceeds of not less than $3,000; provided that, for clarification, this is not meant to include any actions or listing for trading on the OTC Markets, the conversion price will be the lesser of (i) the lowest per share purchase price of the equity securities issued in such financing, reduced by a 20% discount, or (ii) the price per share equal to a valuation cap of $70,282, divided by the Company's fully diluted capitalization immediately prior to the financing; (b) in the event of our first underwritten public offering of common stock under the Securities Act whereby the our common stock is listed or admitted for trading on a national stock exchange in the United States, as reported on the principal national security exchange or quotation system on which such security is quoted or listed, the conversion price will be the lesser of (i) the lowest per share purchase price of equity securities issued in the IPO, reduced by a 20% discount, or (ii) 90% of the quotient obtained by dividing the Valuation Cap by the fully diluted capitalization immediately prior to the IPO; (c) in connection with a corporate transaction, including certain mergers, consolidations, changes of control or sales of substantially all assets, the conversion price will equal the Valuation Cap divided by the fully diluted capitalization immediately prior to such transaction; and (d) for conversions occurring at or after maturity or at the option of the investor at any time, the conversion price will also equal the valuation cap divided by the fully diluted capitalization immediately prior to such conversion.
Conversions may be made at any time at the option of KGPLA and are generally mandatory upon the closing of a Next Equity Financing or IPO, with principal and accrued but unpaid interest converted into shares of common stock at the applicable conversion price and issued on the same terms as the securities sold in the transaction. In the event of a corporate transaction prior to repayment or other conversion, each holder may elect to receive either (i) repayment equal to all accrued and unpaid interest plus two times the outstanding principal balance, or (ii) shares of common stock issuable upon conversion of the Secured Convertible Debentures based on the applicable conversion price. After the maturity date, or at any time prior to maturity at the option of the investor, a debenture may be converted into shares of common stock at the conversion price then in effect. Interest accrued through the conversion date must be paid in cash, and fractional shares will not be issued but instead rounded down to the nearest whole share.
The Company is required to reserve sufficient authorized shares of common stock to permit conversion of the debentures. If authorized shares are insufficient, the Company's board must promptly call a stockholders' meeting or seek written consent to approve an increase in authorized common stock. Prepayment of the debentures is prohibited without the prior written consent of KGPLA.
The Secured Convertible Debenture was amended and restated as of May 15, 2023, and became a secured, and not general unsecured, obligation of the Company, on par with the notes issued pursuant to the Senior Secured Loan Agreement entered into as of the same date.
The loan agreement imposed a number of restrictive covenants on the Company and its subsidiaries for so long as any obligations remain outstanding. Without the KGPLA's consent, the Company may not incur additional debt other than debt under the loan documents, certain existing debt (including the Secured Convertible Debenture and debt owed to Banco Hipotecario), certain debt owed to Taproot or unsecured debt incurred after the closing. The Company is also restricted from granting liens on its assets, except for liens under the loan documents, liens in favor of Banco Hipotecario existing on the closing date, or certain permitted tax liens. The Company and its subsidiaries may not merge, consolidate, liquidate, or dissolve except in limited circumstances, and may not engage in businesses other than those conducted on the effective date or reasonably related thereto. The Company is prohibited from disposing of collateral, making voluntary prepayments or amendments with respect to subordinated debt (other than repayment of the specified Secured Convertible Debenture), or declaring or paying dividends or other cash distributions on its equity. In addition, the Company may not amend or modify material contracts in a manner adverse to KGPLA without KGPLA's consent. Material contracts are generally those with consideration of $50or more, or otherwise material to the Company's business, operations, financial condition, or prospects.
The Company is required to make mandatory prepayments of the Secured Convertible Debenture in the event (a) we or any subsidiary incurs debt not otherwise permitted under the agreement (in an amount equal to 100% of the net cash proceeds of the debt incurred); (b) in the event we receive any cash not in the ordinary course of business (in an amount equal to 100% of such cash received); and (c) in the event KGPLA does not consent, we must use 100% of the net cash proceeds we receive from a change of control, any asset sale, or the sale of material assets of the Company to repay the Secured Convertible Debentures.
On November 24, 2025, the Company voluntarily repaid in full the outstanding balance of approximately $3 million plus accrued interest of $36 owed to KGPLA for a total payment of $3,036, under that certain Amended and Restated Secured Convertible Debenture entered into with KGPLA on May 15, 2023, as amended from time to time (the "Convertible Debenture"). In connection with the repayment of all amounts owed pursuant to the Convertible Debenture, the obligations and commitments owed by the Company to KGPLA under the (a) Convertible Debenture, (b) a Senior Secured Loan Agreement entered into between KGPLA (and certain other borrowers named therein) and the Company dated May 15, 2023, and (c) a Security Agreement dated May 15, 2023, between KGPLA and the Company, each as amended from time to time, were terminated and all collateral associated therewith is required to be released by KGPLA. The voluntary prepayment was made using cash on hand and the Company did not incur any prepayment penalties in connection with the repayment.
Separate from the repaid Loan Agreement and the Revolving Credit Note with KGPLA (discussed above in Note payable, Related-Party), the Secured Convertible Debenture with KGPLA (discussed in, Convertible debt, related-party) of January 31, 2020 (as amended and restated May 15, 2023) remained outstanding at December 31, 2024 and was voluntarily repaid in full on November 24, 2025, as noted above.
As of December 31, 2025, and 2024, the outstanding principal amount of the debenture was $0 and $3,000, respectively.
Cash Flows (in thousands)
Twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024
The following summarizes our cash flow for the year ended December 31, 2025 and 2024:
| Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Net cash provided by operating activities | $ | 12,618 | $ | 17,676 | $ | (5,058 | ) | (29 | %) | |||||||
| Net cash used in investing activities | (3,974 | ) | (9,812 | ) | 5,838 | (59 | %) | |||||||||
| Net cash used in financing activities | (11,077 | ) | (8,610 | ) | (2,467 | ) | 29 | % | ||||||||
| Effect of exchange rate changed | (29 | ) | 14 | (43 | ) | (307 | %) | |||||||||
| Net decrease in cash and cash equivalents | (2,462 | ) | (732 | ) | (1,730 | ) | 236 | % | ||||||||
| Cash and cash equivalents, beginning of period | 17,628 | 18,360 | (732 | ) | (4 | %) | ||||||||||
| Cash and cash equivalents, end of period | $ | 15,166 | $ | 17,628 | $ | (2,462 | ) | (14 | %) | |||||||
Our operating activities provided $12,618 in cash for the twelve months ended December 31, 2025 compared to $17,676 for the twelve months ended December 31, 2024, representing a decrease in cash provided by operating activities of $5,058. The changes in sources of cash from operating activities for the twelve months ended December 31, 2025 are comprised primarily of net loss of $6,034, depreciation and amortization of $9,506, loss on extinguishment of debt of $5,283, accounts payable and other liabilities of $10,544, Bitcoin payments for expenses of $616 and unrealized loss of crypto assets held of $112. The additional sources were offset by uses in cash comprised primarily of crypto assets held of $1,698, accounts receivable of $2,742, Bitcoin received from independent Bitcoin ATM operators of $1,350 and prepaid expense and other assets of $1,173.
Our operating activities for the twelve months ended December 31, 2024, are comprised primarily of net income of $10,284, accounts payable and other liabilities of $7,694, depreciation and amortization of $5,173, Bitcoin payments for expenses of $3,680, and impairment of crypto assets held of $1,779. The additional sources were offset by uses in cash comprised primarily of crypto assets held of $8,335, prepaid expenses and other assets of $2,292, and accounts receivable of $1,512.
Our investing activities used $3,974 and $9,812 in cash for the year ended December 31, 2025, and 2024, for purchases of property and equipment of $1,470 and $6,775 and purchase of capitalized software of $2,504 and $3,037, respectively.
Our financing activities used $11,077 and $8,610 in cash for the year ended December 31, 2025, and 2024, respectively, primarily due to repayment of debt of $3,648 and $4,841, payments in reductions of financing leases of $0 and $1,150 and payments in reduction of equipment notes payable of $8,150 and $3,132, respectively.
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 1 to our audited consolidated financial statements contained herein.
Revenue Recognition
The Company derives its recurring revenues primarily from three sources: (i) sale of crypto assets at Bitcoin ATMs (both Athena ATMs and White-label ATMs such as those in El Salvador), (ii) customized investor trading services for the sale or purchase of crypto assets through the Company's Athena Plus desk (referred to as "over-the-counter" or "OTC"), and (iii) Athena Pay which is a payment processor application ("app"); that allows retailers to create QR codes with the specific amount to be charged to customers in Bitcoin. The Company also generates revenue from ancillary items, such as sale of intellectual property and maintenance of software.
Under FASB Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customer, ("FASB ASC 606") the Company recognizes revenue at the point of sale or over time of the service period for these products or services to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. Pursuant to FASB ASC 606, the Company recognizes revenue by applying the following steps:
| · | Identification of the contract, or contracts, with a customer. | |
| · | Identification of the performance obligations in the contract. | |
| · | Determination of the transaction price. | |
| · | Allocation of the transaction price to the performance obligations in the contract. | |
| · | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
The Company recognizes revenue when the performance obligations identified under the terms of contracts with its customers are satisfied.
Judgment is required in determining whether we are the principal or the agent in transactions between customers. We evaluate the presentation of revenue on a gross or net basis based primarily on inventory risk (are we at risk for potential fluctuations of the crypto asset price) and whether we control the crypto asset provided before it is transferred to the customer or whether we act as an agent by arranging for others to provide the crypto asset to the customer. The Company determined it acts as the principal in each of its revenue streams. The Company enters into contracts that may include multiple performance obligations. The Company identifies the promises in the contract and assigns them to their appropriate performance obligation. These performance obligations may be part of a different revenue source and are listed separately below.
Athena ATM & White-label Service
Athena Bitcoin ATM
The Company requires all users of Athena Bitcoin ATMs to agree to the Bitcoin ATM Terms of Service which stipulate the terms and conditions of the transaction. The user, by inserting sovereign currency (known as fiat) and confirming that they agree to the transaction, is agreeing to the contract that governs the transaction.
The Company has a single performance obligation to provide a specific quantity of Bitcoin to the customer's crypto wallet in exchange for fiat. The Company utilizes a mark-up for crypto assets sold to the customer. Athena ATMs permit customers to purchase as little as one US dollar of Bitcoin, and it records the gross cash received from the customer as the transaction price.
Revenue is recognized at the point in time when the Bitcoin is delivered to the customer's crypto wallet. Delivery to the customer's crypto wallet is governed by the Bitcoin's blockchain and typically occurs in less than an hour from when the Bitcoin is purchased.
White-label Service
In this revenue stream, "client" refers to the entity contracting with the Company while "customer" refers to the person using the White-label Bitcoin ATM. The Company entered into multiple contracts that govern the white-label service for Bitcoin ATMs located in El Salvador and in the United States. The contracts permit the clients to terminate the contract at any point or to adjust the number of Bitcoin ATMs that are in use without a substantive penalty.
The Company operates White-label Bitcoin ATMs on behalf of the clients and the installation of the Bitcoin ATMs is performed by a third-party which is chosen by the White-label Bitcoin ATM client.
The operations, on behalf of the White-label client, include cash logistics services, and testing the Bitcoin ATMs. The Company charges a fixed fee each month for operating the Bitcoin ATMs.
The Company leases Company-owned Bitcoin ATMs to its clients. The Company elected the expedient in FASB ASC 842, Leases ("ASC 842"), which permits combining the lease and non-lease components together if the lease component has the same timing and pattern of transfer as the non-lease component and the lease component is an operating lease. Both of these conditions are met (for a more detailed discussion see Leases within NOTE 1 of the consolidated financial statements included herein).
The Company is considered the principal, as it controls any third-party good or service before it is transferred to the client.
For operating the White-label ATM, revenue is recognized straight line over the requisite service period.
Athena Plus (Over-The-Counter or OTC)
The Company requires all users of Athena Plus (a.k.a. "Over-The-Counter" or "OTC") to agree to the Athena Plus Terms of Service. The Athena Plus Terms of Service stipulate the terms and conditions of the transaction. The user, by wiring fiat to the Company's bank account, is agreeing to the contract that governs the transaction.
The Company provides a specific quantity of Bitcoin to the customer's crypto wallet. The Company utilizes a mark-up for crypto assets sold to the customer. The minimum transaction is $10 thousand (or equivalent value of local currency). The Company records the gross cash received from the customer as the transaction price for the transaction.
Revenue is recognized at the point in time when the Bitcoin is delivered to the customer's crypto wallet. Delivery to the customer's crypto wallet is governed by the Bitcoin's blockchain and typically occurs in less than an hour from when the Bitcoin is purchased.
Athena Pay
The Company requires all retailers who are using Athena Pay to execute the Athena Pay contract which stipulates the terms and conditions of the transactions. As a payment processor, the Company recognizes a processing fee of approximately 2.5% (average) of the transaction amount, when the transaction occurs (i.e., when the retailer generates the QR code with the specific amount to be charged to the customers in Bitcoin and the transaction is completed).
Revenue is recognized at the point in time when the Bitcoin is delivered to the retailer's crypto wallet. Delivery to the retailer's crypto wallet is governed by the Bitcoin's blockchain and typically occurs in less than an hour from when the transaction is completed.
Expenses Paid in Bitcoin
The Company enters into agreements with certain vendors and service providers that provide us with the option to settle their invoices in crypto assets. The amount due is fixed and is denominated in USD. There are no payment terms that include conversion options, variable settlement features, or alternative settlement provisions contingent upon future events or market price fluctuations that could potentially give rise to embedded derivatives.
The Company considers the guidance in FASB ASC 350, FASB ASC 606, FASB ASC 610, and FASB ASC 845 when it evaluates the derecognition of its crypto assets paid to vendors in lieu of cash payments. In these transactions, we have been invoiced by a vendor and given the option to pay in USD or crypto assets, typically Bitcoin. The amount of Bitcoin is determined by the market wide and easily determined price in accordance with the guidance of FASB ASC 820, Fair Value Measurement. The Company records as an expense the USD value of the invoice and then considers the above references to determine the proper way to derecognize the intangible long-lived asset used as payment.
We consider the scoping exceptions for each of those topics and conclude that that the scope of 610-20 most closely matched the facts of the transactions. ASC 610-20-15-2 states "nonfinancial assets within the scope of this Subtopic include intangible assets," which is how the Company treats crypto assets.
We evaluated two possibilities to exclude these transactions from the scope of FASB ASC 845, Nonmonetary Transactions. The relevant exceptions to the scope of that Topic are as follows:
1. The transfer of goods or services in a contract with a customer within the scope of ASC 606 in exchange for noncash consideration (ASC 845-10-15-4(j))
2. The transfer of a nonfinancial asset within the scope of ASC 610-20 in exchange for noncash consideration (ASC 845-10-15- 4(k))
For these transactions, our usage of the crypto asset is as a payment instrument to a vendor, therefore our interpretation of (1) above is for ASC 606 not to apply. We interpret (2) above to apply when the Company pays a vendor (who is not a customer) with a crypto asset (nonfinancial asset) in lieu of paying that same vendor with Fiat Currency (USD). Therefore, we account for the derecognition of the crypto assets, in these transactions, under the guidance of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. This is the same guidance as in ASC 350-10-40-1, Transfer or Sale of Intangible Assets.
ASC 610-20-15-2 explicitly states the scope to include intangible assets. We treat crypto assets as intangible assets. We then apply the general principle of ASC 610-32-2 for recognizing the gain or loss for the difference between the amount of goods or services we receive (fair market value, per ASC 820 Level 2) and the cost of acquiring the crypto asset.
We record invoices from vendors in the appropriate expense category, in the correct time period in which services were provided, in USD and for vendors who elect to be paid in crypto assets, we transfer the crypto assets at market value at the time of transfer in line with ASC 820, Fair Value Measurement. We then recognize as a gain or loss, the difference between the current carrying value of the crypto asset, and its market value to cost of revenues in the consolidated statements of operations and comprehensive income (loss).
Income Taxes
Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets in accordance with FASB ASC 740, Income Taxes ("ASC 740"), which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income (loss).
The Company recognizes interest and penalties related to uncertain tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive income (loss). Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets.
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity's consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits.
Commitments and Contingencies
We assess legal contingencies in accordance with ASC 450-Contingencies and determines whether a legal contingency is probable, reasonably possible or remote. When contingencies become probable and can be reasonably estimated, we record an estimate of the probable loss. When contingencies are considered probable or reasonably possible but cannot be reasonably estimated, we disclose the contingency when the probable or reasonably possible loss could be material.
Litigation
From time to time in the regular course of our business, we are involved in various lawsuits, claims, investigations and other legal matters. Except as noted under "Legal Proceedings" herein, there are no material legal proceedings pending or known by us to be contemplated to which we are a party or to which any of our property is subject to.
We believe that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. We do not believe that the ultimate outcome of these actions will have a material adverse effect on our financial condition but could have a material adverse effect on our results of operations, cash flows or liquidity in a given quarter or year.
Off-Balance Sheet Arrangements
In the normal course of business, the Company's contract with the government of El Salvador for the operation of the Chivo branded ATMs obligates the Company to assume the risk of loss for funds used in the operation of the Chivo branded ATMs while those funds are in transit. The Company has contracted with licensed and insured cash logistics companies to securely transport these funds. The logistics companies' insurance covers in full the value of the funds in transit however, in the event of a loss or destruction of the funds in transit, the Company could encounter a timing delay between insurance payment for lost funds and the date of actual loss. The amount of funds in transit varies based on multiple factors including but not limited to economic activity, seasonality, holiday and bank closure calendars. The amount of funds in transit as of December 31, 2025 and 2024, were $6.4 million and $4.7 million, respectively.
Recently Issued Accounting Standards
Accounting Pronouncement Adopted
In December 2023, the FASB issued ASU 2023-08 "Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60) Accounting for and Disclosure of Crypto Assets". ASU 2023-08 will require entities to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 2023-08 will also require entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. The amendments in the ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). The Company adopted this standard and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025.
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)". The ASU requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard retrospectively.
Accounting Pronouncement Pending Adoption
In October 2023, the FASB issued ASU 2023-06 "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosures Update and Simplification Initiative". The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. The Company is in the process of assessing the overall impact of adopting this guidance on its disclosures.
In November 2024, the FASB issued ASU 2024-03. "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)". The ASU requires expanded disclosures and disaggregation of certain expenses included within the income statement. The amendments become effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is still assessing the impact of this guidance on its consolidated financial statements.