UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2024~~2025

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

FOR THE TRANSITION PERIOD FROM _ to _

Commission file number: 0-26680

OLD MARKET CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware		59-2506879
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1601 Dodge St., Suite 3350
1601 Dodge Street, Suite 3350
Omaha, Nebraska		68102
(Address of Principal Executive Offices)		(Zip Code)

(~~402~~531) ~~658~~867-~~0809~~3631

(Registrant's telephone number, including area code)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OMCC	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and 92(2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No 

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



Large accelerated filer		Accelerated filer		Non-accelerated filer	
Smaller reporting company	☒	Emerging growth company	☐

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

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

As of ~~February~~August 1014, 2025, ~~approximately~~ 6.7,753,625 ~~million~~ shares of common stock of the Registrant were outstanding. Of the Registrant’s ~~approximately~~ 12.7,716,000 ~~million~~ shares of common stock issued as of that date, ~~approximately~~ 5.4,962,375 ~~million~~ shares were held by the Registrant’s ~~principal~~as ~~operating~~treasury ~~subsidiary and approximately 658 thousand~~ shares ~~were held by the Registrant~~. Pursuant to applicable law, the shares held by the Registrant ~~and its subsidiary~~ are not entitled to vote and, accordingly, ~~approximately~~ 6.7,753,625 ~~million~~ shares were ~~entities~~entitled to vote.

OLD MARKET CAPITAL CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I.	Financial Information	3
Item 1.	Financial Statements ~~(Unaudited)~~	3
	Condensed Consolidated Balance Sheets as of December 31, 2024 and March 31, 2024	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 and March 31, 2025	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2024 and 2023	4
	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Shareholders' Equity for the Three and Nine Months Ended December 31, 2024 and 2023	5
	Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Shareholders' Equity for the Three Months Ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2025 and 2024	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3833
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4939
Item 4.	Controls and Procedures	4939
Part II	Other Information	5041
Item 1.	Legal Proceedings	5041
Item 1A.	Risk Factors	5041
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	5141
Item 3.	Defaults Upon Senior Securities	5141
Item 4.	Mine Safety Disclosures	5141
Item 5.	Other Information	5141
Item 6.	Exhibits	5242

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Old Market Capital Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	December 31, 2024			March 31, 2024
	June 30, 2025			March 31, 2025
	(Unaudited)			(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2722,~~132~~034		$	1824,~~982~~516
Accounts receivable, net		133			-
Accounts receivable - net of related allowance for credit losses of $1 and $2, as of June 30, 2025 and March 31, 2025, respectively		146			109
Materials and supplies		~~877~~1,005			-968
Income taxes receivable		902			902
Prepaid expenses and other assets		1,405			373
Prepaid expenses and other current assets		1,258			941
Assets of discontinued operations		6514			~~39,441~~-
Total current assets		3025,~~514~~359			5927,~~698~~436
Operating lease right-of-use assets		2,~~925~~894			652,963
Property, plant, and equipment, net		2434,~~870~~494			7530,945
Intangible assets, net		103,~~743~~546			-3,673
Goodwill		1012,~~434~~280			-12,280
Total assets	$	79,486		$	59,838
Other assets		352			375
Total assets	$	78,925		$	77,672
Liabilities, redeemable non-controlling interest and shareholders' equity
Current liabilities:
Accounts payable	$	12,~~701~~337		$	991,300
Accrued expenses and other current liabilities		~~483~~699			~~335~~588
Current portion of operating lease liabilities		267			-
Operating lease liability - current portion		291			286
Deferred revenue		564			-
Contract liability		612			569
Current portion long-term debt		6957			-69
Liabilities of discontinued operations		-			~~497~~90
Total current liabilities		3,~~084~~996			~~931~~2,902
Deferred income taxes		4,~~792~~326			-4,306
Long-term debt		~~772~~1,618			-759
Operating lease liabilities		2,688			65
Operating lease liability		2,612			2,685
Total liabilities		1112,~~336~~552			~~996~~10,652
Commitments and contingencies (Note 10)
Redeemable non-controlling interest		1413,~~210~~908			-13,880
Shareholders’ equity:
Preferred stock, no par: 5,000 shares authorized; none issued		-			-
Common stock, 50,000 shares authorized, $0.01 par value, 12,674 shares issued and 6,654 outstanding at December 31, 2024; no par value, 12,657 shares issued and 7,289 shares outstanding at March 31, 2024		67			35,267
Common stock, 50,000 shares authorized, $0.01 par value, 12,716 shares issued and 6,708 outstanding at June 30, 2025; no par value, 12,674 shares issued and 6,696 shares outstanding at March 31, 2025		67			67
Treasury stock: 6,020 and 5,368 common shares, at cost, as of December 31, 2024 and March 31, 2024, respectively		(82,423	)		(76,794	)
Treasury stock: 6,008 and 6,020 common shares, at cost, as of June 30, 2025 and March 31, 2025, respectively		(82,321	)		(82,423	)
Additional paid-in capital		41,~~411~~616			-41,645
Retained earnings		9493,~~885~~103			~~100~~93,~~369~~851
Total shareholders' equity		5352,~~940~~465			5853,~~842~~140
Total liabilities, redeemable non-controlling interest and shareholders' equity	$	7978,~~486~~925		$	5977,~~838~~672

See accompanying Notes to the Condensed Consolidated Financial Statements.

Old Market Capital Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	For the Three Months Ended June 30,
	2024			2023			2024			2023
		2025			2024
Revenue
Wireless internet services	$	1,~~693~~672		$	-319		$	~~3,776~~		$	-
Fiber internet services		~~851~~930			-106			~~1,730~~			-
Other revenue		~~424~~432			-64			~~909~~			-
Total revenue:		23,~~968~~034			-489			~~6,415~~			-
Operating expenses
Marketing		21			-			33			-
General and administrative		2,233			3,791
Cost of wireless and fiber internet services		167			-			354			-
Depreciation and amortization		608			91
Cost of other revenue		211			-			456			-
Plant specific operations		427			74
Plant specific operations		422			-			820			-
Plant nonspecific operations		227			38
Plant nonspecific operations		226			-			491			-
Cost of other revenue (exclusive of depreciation shown separately)		176			36
General and administrative		2,123			1,745			8,725			4,810
Cost of wireless and fiber internet services (exclusive of depreciation shown separately)		196			30
Depreciation and amortization		501			22			1,073			66
Marketing		153			-
Total operating expenses		34,~~671~~020			14,~~767~~060			~~11,952~~			~~4,876~~
(Loss) from operations		(703	)		(1,767	)		(5,537	)		(4,876	)
Loss from operations		(986	)		(3,571	)
Other income (expense)
Interest income, net		~~252~~215			31411			~~1,058~~			31
Emigration tax (expense)		-			-			(1,711	)		-
Emigration tax expense		-			(1,711	)
(Loss) on dissenting shareholders' liability		-			-			(1,103	)		-
Loss on dissenting shareholders' liability		-			(829	)
Gain on sale of assets		-16			-			30			-
Gain on Lease Settlement		14			-			14			-
Other income expense		16			-
Other income (expense)		32			37			42			-
Total other income (expense), net		247			(2,129	)
Total other income (expense), net		298			68			(1,670	)		31
Loss before income taxes		(739	)		(5,700	)
(Loss) before income taxes		(405	)		(1,699	)		(7,207	)		(4,845	)
Income tax (expense) benefit		(19	)		128
Income tax expense		(60	)		-			(35	)		-
Loss from continuing operations		(758	)		(5,572	)
(Loss) from continuing operations		(465	)		(1,699	)		(7,242	)		(4,845	)
Total income from discontinued operations, net of tax		38			2,059
Discontinued operations:
Net loss		(720	)		(3,513	)
Income (loss) from discontinued operations, net of taxes		185			(9,962	)		630			(15,745	)
Less: Net income (loss) attributable to redeemable noncontrolling interest		28			(211	)
Gain on disposal of assets, net of taxes		-			-			1,692			-
Net loss attributable to common shareholders	$	(748	)	$	(3,302	)
Gain on sale of finance receivables, net of taxes		94			-			817			-
Net loss per share attributable to common shareholders from continuing operations:
Total income (loss) from discontinued operations		279			(9,962	)		3,139			(15,745	)
Basic	$	(0.12	)	$	(0.79	)
Net (loss)		(186	)		(11,661	)		(4,103	)		(20,590	)
Diluted	$	(0.12	)	$	(0.79	)
Less: Net income (loss) attributable to redeemable noncontrolling interest		(62	)		-			12			-
Net income per share attributable to common shareholders from discontinued operations:
Net (loss) attributable to common shareholders	$	(124	)	$	(11,661	)	$	(4,115	)	$	(20,590	)
Basic	$	0.01		$	0.31
Net (loss) per share attributable to common shareholders from continuing operations:
Diluted	$	0.01		$	0.30
Basic	$	(0.08	)	$	(0.23	)	$	(1.11	)	$	(0.66	)
Net loss per share attributable to common shareholders:
Diluted	$	(0.08	)	$	(0.23	)	$	(1.11	)	$	(0.66	)
Basic	$	(0.11	)	$	(0.49	)
Net income (loss) per share attributable to common shareholders from discontinued operations:
Diluted	$	(0.11	)	$	(0.49	)
Basic	$	0.04		$	(1.37	)	$	0.47		$	(2.16	)
Diluted	$	0.04		$	(1.37	)	$	0.47		$	(2.16	)
Net (loss) per share attributable to common shareholders:
Basic	$	(0.04	)	$	(1.60	)	$	(0.64	)	$	(2.83	)
Diluted	$	(0.04	)	$	(1.60	)	$	(0.64	)	$	(2.83	)

See accompanying Notes to Condensed Consolidated Financial Statements.

Old Market Capital Corporation

Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Shareholders' Equity

(Unaudited)

(In Thousands)

	Three Months Ended December 31, 2024
	Three Months Ended June 30, 2025
	Redeemable Non-Controlling Interest			Common Stock				Treasury Stock			Additional Paid-In Capital			Retained Earnings			Total OMCC Shareholders' Equity
				Shares		Amount
Balance at September 30, 2024	$	15,738			6,654	$	67	$	(82,423	)	$	39,945		$	95,009		$	52,598
Balance at March 31, 2025	$	13,880			6,696	$	67	$	(82,423	)	$	41,645		$	93,851		$	53,140
Purchase of additional shares of Amplex		(1,620	)		-		-		-			1,620			-			1,620
Reissuance of treasury stock		-			12		-		102			(102	)		-			-
Net income (loss)		(62	)		-		-		-			-			(124	)		(124	)
Share-based compensation		-			-		-		-			73			-			73
Redeemable non-controlling interest redemption value in excess of carrying value		154			-		-		-			(154	)		-			-
Net income (loss)		28			-		-		-			-			(748	)		(748	)
Balance at December 31, 2024	$	14,210		$	6,654	$	67	$	(82,423	)	$	41,411		$	94,885		$	53,940
Balance at June 30, 2025	$	13,908			6,708	$	67	$	(82,321	)	$	41,616		$	93,103		$	52,465

	Three Months Ended December 31, 2023
	Three Months Ended June 30, 2024
	Common Stock						Treasury Stock			Retained Earnings			Total OMCC Shareholders' Equity
	Redeemable Non-Controlling Interest			Common Stock						Treasury Stock			Additional Paid-In Capital			Retained Earnings			Total OMCC Shareholders' Equity
	~~Shares~~			~~Amount~~Shares			Amount
Balance at September 30, 2023		7,289		$	35,266		$	(76,794	)	$	112,241		$	70,713
Balance at March 31, 2024	$	-			7,289		$	35,267		$	(76,794	)	$	-		$	100,369		$	58,842
Share-based compensation		-			1			-			-			1
Issuance of restricted stock awards		-			17			-			-			-			-			-
Net loss		-			-			-			(11,661	)		(11,661	)
Reclassification of dissenting shares to liability		-			(652	)		(3,157	)		-			-			(1,369	)		(4,526	)
Balance at December 31, 2023		7,289		$	35,267		$	(76,794	)	$	100,580		$	59,053
Redomestication from Canada to Delaware and reduction of par value		-			-			(32,043	)		-			32,043			-			-
Share-based compensation		-			-			-			-			103			-			103
Acquisition of Amplex		17,644			-			-			-			-			-			-
Purchase of additional shares of Amplex		(1,980	)		-			-			-			1,980			-			1,980
Net loss		(211	)		-			-			-			-			(3,302	)		(3,302	)
Balance at June 30, 2024	$	15,453			6,654		$	67		$	(76,794	)	$	34,126		$	95,698		$	53,097

See accompanying Notes to Condensed Consolidated Financial Statements.

Old Market Capital Corporation

Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Shareholders' Equity

(Unaudited)

(In Thousands)

	Nine Months Ended December 31, 2024
	Redeemable Non-Controlling Interest			Common Stock						Treasury Stock			Additional Paid-In Capital			Retained Earnings			Total OMCC Shareholders' Equity
				Shares			Amount
Balance at March 31, 2024	$	-			7,289		$	35,267		$	(76,794	)	$	-		$	100,369		$	58,842
Issuance of restricted stock awards		-			17			-			-			-			-			-
Reclassification of dissenting shares to liability		-			(652	)		(3,157	)		-			-			(1,369	)		(4,526	)
Repurchase of common stock from dissenting shareholders		-			-			-			(5,629	)		5,629			-			-
Redomestication from Canada to Delaware and reduction of par value		-			-			(32,043	)		-			32,043			-			-
Share-based compensation		-			-			-			-			293			-			293
Acquisition of Amplex		17,644			-			-			-			-			-			-
Purchase of additional shares of Amplex		(3,600	)		-			-			-			3,600			-			3,600
Net income (loss)		12			-			-			-			-			(4,115	)		(4,115	)
Redeemable non-controlling interest redemption value in excess of carrying value		154			-			-			-			(154	)		-			(154	)
Balance at December 31, 2024	$	14,210		$	6,654		$	67		$	(82,423	)	$	41,411		$	94,885		$	53,940

	Nine Months Ended December 31, 2023
	Common Stock				Treasury Stock			Retained Earnings			Total OMCC Shareholders' Equity
	Shares		Amount
Balance at March 31, 2023		7,289	$	35,223	$	(76,794	)	$	121,380		$	79,809
Cumulative effect of adoption of ASU 2016-13, net of tax		-		-		-			(210	)		(210	)
Share-based compensation		-		44		-			-			44
Net loss		-		-		-			(20,590	)		(20,590	)
Balance at December 31, 2023		7,289	$	35,267	$	(76,794	)	$	100,580		$	59,053

See accompanying Notes to Condensed Consolidated Financial Statements.

Old Market Capital Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


	For the Three Months Ended June 30,
		2025			2024
Cash flows from operating activities:
Net loss	$	(720	)	$	(3,513	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		608			91
Loss on dissenting shareholders' liability		-			829
Gain on sale of assets		(16	)		-
Share-based compensation		243			103
Deferred income taxes		19			(128	)
Provision for credit losses		1			-
Amortization of operating lease right-of-use assets		69			(6	)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable		(38	)		(21	)
Materials and supplies		(37	)		(53	)
Prepaid expenses and other assets		209			337
Accounts payable, accrued expenses, and other liabilities		723			914
Operating right-of-use assets		-			20
Operating lease liabilities		(68	)		(7	)
Income taxes receivable		-			-
Other assets		23			26
Cash (used in) provided by operating activities from discontinued operations		(104	)		970
Net cash provided by (used in) operating activities		912			(438	)
Cash flows from investing activities:
Cash paid for acquisition of Amplex, net of cash acquired		-			(18,364	)
Payments for property, plant, and equipment		(3,731	)		(369	)
Proceeds from the disposal of property, plant, and equipment		16			5
Net cash provided by investing activities from discontinued operations		-			40,809
Net cash (used in) provided by investing activities		(3,715	)		22,081
Cash flows from financing activities:
Proceeds from RUS Loan		851			-
Payment on Bank Loans		(4	)		-
Net cash provided by financing activities		847			-
Net (decrease) increase in cash and cash equivalents		(1,956	)		21,643
Cash, cash equivalents and restricted cash at beginning of period		24,829			-
Cash, cash equivalents and restricted cash at end of period	$	22,873		$	21,643
Reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flows:
Cash and cash equivalents at beginning of period	$	24,516		$	18,982
Restricted cash included in Prepaid expenses and other assets at beginning of period		313			-
Total cash, cash equivalents and restricted cash at beginning of period	$	24,829		$	18,982

Cash and cash equivalents at end of period	$	22,034		$	40,626
Restricted cash included in Prepaid expenses and other assets at end of period		839			-
Total cash, cash equivalents and restricted cash at end of period	$	22,873		$	40,626
Supplemental disclosure of cash flow information:
Interest paid	$	4		$	47
Supplemental schedule of noncash investing and financing activities:
Purchase of property, plant, and equipment included in accounts payable	$	702		$	403

	For the Nine Months Ended December 31,
Conversion of term loan advances into additional equity of controlled entity (Amplex)	$	-		$	754
	2024			2023
Additional investments in controlled entity (Amplex)	$	-		$	7,500
Cash flows from operating activities:
Net loss	$	(4,103	)	$	(20,590	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expense		1,073			66
Amortization of debt issuance costs		-			70
Loss on dissenting shareholders' liability		1,103			-
Loss (gain) on disposal of property, plant, and equipment		9			10
Share-based compensation		373			44
Impairment of operating lease right-of-use assets		56			-
Gain on lease settlement		(14	)		-
Deferred income taxes		35			-
Provision for credit losses		2			-
Amortization of operating lease right-of-use assets		152			36
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable		(18	)		-
Materials and supplies		(339	)		-
Prepaid expenses and other assets		(308	)		(27	)
Accounts payable, accrued expenses, and other liabilities		1,178			(627	)
Operating lease liabilities		(152	)		(37	)
Income taxes receivable		-			31
Cash provided by (used in) operating activities from discontinued operations		(192	)		22,059
Net cash (used in) provided by operating activities		(1,145	)		1,035
Cash flows from investing activities:
Cash paid for acquisition of Amplex		(18,364	)		-
Payments for property, plant, and equipment		(6,228	)		-
Proceeds from the disposal of property, plant, and equipment		69			(13	)
Net cash provided by investing activities from discontinued operations		39,006			35,440
Net cash provided by investing activities		14,483			35,427
Cash flows from financing activities:
Proceeds from RUS Loan		615			-
Proceeds from Bank Equipment Financing Loans		226			-
Repurchase of dissenting shares		(5,629	)		-
Cash used in financing activities from discontinued operations		-			(29,100	)
Net cash used in financing activities		(4,788	)		(29,100	)
Net increase in cash and cash equivalents		8,550			7,362
Cash, cash equivalents and restricted cash at beginning of period		18,982			454
Cash, cash equivalents and restricted cash at end of period	$	27,531		$	7,817
Reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flows:
Cash and cash equivalents at beginning of period	$	18,982		$	454
Restricted cash included in Prepaid expenses and other assets at beginning of period		-			-
Total cash, cash equivalents and restricted cash at beginning of period	$	18,982		$	454
Cash and cash equivalents at end of period	$	27,132		$	7,818
Restricted cash included in Prepaid expenses and other assets at end of period		399			-
Total cash, cash equivalents and restricted cash at end of period	$	27,531		$	7,818
Supplemental disclosure of cash flow information:
Interest paid		-		$	975
Supplemental schedule of noncash investing and financing activities:
Purchase of property, plant, and equipment included in accounts payable	$	774			-

Conversion of term loan advances into additional equity of controlled entity (Amplex)	$	754
Additional investments in controlled entity (Amplex)	$	7,500		-
Redeemable non-controlling interest redemption value in excess of carrying value deemed dividend	$	154
Transfer of finance receivables to repossessed assets		-	$	14,034

See accompanying Notes to Condensed Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements

Note 1. Organization

Effective as of September 27, 2024, the Company amended its Certificate of Incorporation to change its name from Nicholas Financial, Inc. to Old Market Capital Corporation by filing a Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State. Old Market Capital Corporation ("OMCC" f/k/a Nicholas Financial, Inc., a Florida corporation (“NFI”), and ~~now "OMCC" and~~ together, with ~~its~~OMCC's wholly-owned and majority-owned ~~subsidiary~~subsidiaries, the "Company") is a holding company incorporated under the laws of the State of Delaware with one wholly-owned United States subsidiary, Nicholas Data Services, Inc., a Florida corporation ("NDS"), and its one controlling interest in Amplex Holdings, Inc. ("Amplex"). On April 18, 2024, ~~Old~~OMCC ~~Market Capital Corporation~~ completed its continuation and domestication from British Columbia to the State of Delaware by filing its Certificate of Corporate Domestication and Certification of Incorporation in the State of Delaware. As a result of the domestication, the Company's common stock par value increased from $0.00 to $0.01 on a one-for-one basis.

NDS historically was engaged in supporting and updating industry specific computer application software for small businesses located primarily in the Southeastern United States. NDS has ceased its operations; however, it continues as the interim holding company for ~~Old Market Capital Corporation~~OMCC. NFI was a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts for purchases of used and new automobiles and light trucks. NFI ~~had~~previously also offered direct consumer loans and sold consumer finance related products. NFI and NDS are based in ~~Florida,~~the Ustate of Florida.~~S.A.~~

On November 13, 2023, the Company entered into a Master Asset Purchase Agreement (the "Purchase Agreement") with Westlake Services, LLC dba Westlake Financial, a California limited liability company ("Westlake Financial"), pursuant to which the Company agreed to sell substantially all of the finance receivables and all of the repossessed assets of ~~Old Market Capital Corporation~~OMCC. In connection with entering into the Purchase Agreement, the Company ceased new loan originations of contracts and direct loans. On April 26, 2024, the transactions contemplated by the Purchase Agreement closed. See Note 13 for additional information.

On June 15, 2024, ~~Old~~OMCC ~~Market Capital Corporation~~ closed upon the acquisition of 51% of the issued and outstanding common shares of Amplex Electric Inc, an Ohio corporation ("Amplex"), all of which ~~was~~were placed ~~into~~in a newly formed ~~entity~~holding company named Amplex Holdings, Inc., a Delaware corporation ("Amplex Holdings"). Amplex is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of ~~December~~June 3130, ~~2024~~2025, Amplex had approximately 1213,~~850~~200 broadband customers (4,~~100~~800 fiber subscribers) and over 1113,000 fiber passings completed. Amplex's customer base includes residential and commercial customers. Amplex leases certain property (including an office building) and warehouse ~~building from Red Bug, LLC and Red Bug Properties, Ltd. (collectively, the "Red Bug Entities"~~). The Red Bug Entities were created by, and are majority-owned by Amplex's Chief Executive Officer. The Red Bug Entities were initially treated as a variable interest entity ("VIE") for which Amplex was determined to be the primary beneficiary. See below regarding the impact of the misclassification on the current period and prior period's financial statements as well as Note 2 and Note 9.

In conjunction with the closing of the acquisition of Amplex (the “Amplex Acquisition”), the Company converted the outstanding principal and accrued interest of approximately $0.8 million under certain term loan advances made from February 2024 to June 2024 (the “Term Loan Advances”) into 421 shares of Amplex common stock at the share purchase price of $1,792.55 each. ~~The~~Subsequent to the closing of the Amplex Acquisition, the Company ~~also~~contributed ~~invested~~an additional $3.0 million in June 2024 for 1,674 shares of Amplex common stock, at the purchase price of $1,793.19 per share, bringing the Company’s total indirect ownership to 56.5% of the issued and outstanding common shares of Amplex. In December 2024, the Company invested an additional $4.5 million into Amplex Holdings for 2,583 shares, at the purchase price of $1,742.16 per share, increasing the Company's ownership percentage to 6160.9% of the issued and outstanding common shares of Amplex Holdings.

Correction of Immaterial Errors in Previously Issued Financial Statements Through the Current Period

During the preparation of the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended December 31, 2024, the Company’s management identified certain immaterial errors related to previously issued condensed consolidated interim financial statements within this current year. A description of the nature of the errors is discussed below:

Management determined that the Red Bug Entities were previously incorrectly reported in Form 10-Q for quarterly period ended June 30, 2024 and in Form 10-Q for the three and six months ended September 30,

2024. During these periods, the Red Bug entities were reported as consolidated VIEs as they were considered to not have sufficient equity at risk to finance its activities without additional subordinated financial support. The Company previously consolidated the Red Bug Entities (beginning on June 15, 2024 in conjunction with the Amplex acquisition) as certain obligations due from the Red Bug entities were previously determined to be subordinated debt and concluded that the Company had the power to direct the activities of the Red Bug Entities that most significantly impact the entity's economic performance. As the third-party debt and amount due from Red Bug was extinguished pursuant to the purchase agreement between the Company and Amplex, the Red Bug entities should not have been consolidated as a VIE as, upon acquisition, Amplex did not have a variable interest in the Red Bug entities.

Failure to record approximately $185 thousand of stock-based compensation expense pertaining to certain awards granted in the quarter ended September 30, 2024.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impacts were not material, individually or in the aggregate, to the previously issued financial statements that contained the errors, based on overall considerations of both quantitative and qualitative factors. The Company has concluded that prior period financial statements as of and for the three month period ended June 30, 2024 and the three and six month period ended September 30, 2024 were not materially misstated and can continue to be relied upon. Accordingly, the Company has corrected the previously reported immaterial errors in the current period financial statements by adjusting the opening balances of the affected accounts.

In accordance with ASC 250, Accounting Changes and Error Corrections, the Company has recorded the impact of the prior period errors through opening retained earnings in the current period financial statements. The affected prior period balances are displayed below. Note that there was an immaterial impact on net cash provided by (used in) operating activities, net cash provided by (used in) investing activities or net cash provided by (used in) financing activities for the condensed consolidated statement of cash flows for the three months ended June 30, 2024 or the three and six months ended September 30, 2024.

These corrections did not have a significant impact on the Company’s trends in financial performance or key financial ratios.

Management and the Audit Committee have reviewed these adjustments and concluded that the financial statements, as corrected, present fairly, in all material respects, the balance sheet, results of operations and cash flows of the Company in accordance with U.S. GAAP.

The following table represents the three months ended June 30, 2024, including the statements of operations, balance sheets, and statements of cash flows (in thousands):

	As Reported			As Revised
Account Name	Q1			Q1			Difference
BALANCE SHEET
Assets:
Cash and cash equivalents		40,658			40,626			(32	)
Accounts receivable, net		145			137			(8	)
Operating lease right-of-use assets		553			3,100			2,547
Property, Plant, and equipment, net		23,993			20,356			(3,637	)
Liabilities:
Accounts payable		1,930			1,922			(8	)
Accrued expenses and other current liabilities		686			565			(121	)
Current portion of operating lease liabilities		124			296			172
Operating lease liabilities		436			2,811			2,375
Total Assets		88,678			87,548			(1,130	)
Total Liabilities		16,553			18,971			2,418
Total Old Market Capital Corporation shareholders' equity		53,121			53,121			-
Noncontrolling interest		3,550			-			(3,550	)
Total shareholders' equity		56,671			53,121			(3,550	)
Redeemable NCI		15,454			15,454			-
Total liabilities, redeemable noncontrolling interest, and shareholders' equity		88,678			87,546			(1,132	)
STATEMENT OF CASH FLOWS
Cash flows from operating activities		(437	)		(438	)		(1	)
Cash flows from investing activities:		22,113			22,081			(32	)
Cash flows from financing activities:		-			-			-
STATEMENT OF OPERATIONS
Revenue:		489			489			-
Expenses:
Depreciation and amortization		94			91			(3	)
General and administrative		3,764			3,791			27
Interest income, net		411			411			-
Net (loss)		(3,489	)		(3,513	)		(24	)
Loss from continuing operations		(5,548	)		(5,572	)		(24	)
Net income (loss) from continuing ops attributable to common shareholders (Note 5)		(5,337	)		(5,361	)		(24	)
Per share loss from continuing operations attributable to common shareholders - basic and diluted	$	(0.79	)	$	(0.79	)	$	-
Per share (loss) income available to common stockholders - basic and diluted	$	(0.49	)	$	(0.49	)	$	-

The following table represents the six months ended September 30, 2024, including the statements of operations, balance sheets, and statements of cash flows (in thousands):

	As Reported			As Revised
Account Name	Q2			Q2			Difference
BALANCE SHEET
Assets:
Cash and cash equivalents		29,475			29,464			(11	)
Accounts receivable, net		123			130			7
Operating lease right-of-use assets		480			2,985			2,505
Property, plant, and equipment, net		25,911			22,294			(3,617	)
Liabilities
Accounts payable		1,767			1,759			(8	)
Accrued expenses and other current liabilities		665			644			(21	)
Current portion of operating lease liabilities		117			292			175
Operating lease liabilities		419			2,749			2,330
Total Assets		80,282			79,165			(1,117	)
Total Liabilities		8,331			10,807			2,476
Total Old Market Capital Corporation shareholders' equity		52,670			52,670			-
Noncontrolling interest		3,543			-			(3,543	)
Total shareholders' equity		56,213			52,670			(3,543	)
Redeemable NCI		15,738			15,738			-
Total liabilities, redeemable noncontrolling interest, and shareholders' equity		80,282			79,215			(1,067	)
STATEMENT OF CASH FLOWS
Cash flows from operating activities		(553	)		(560	)		(7	)
Cash flows from investing activities:		16,675			16,643			(32	)
Cash flows from financing activities:		(5,629	)		(5,629	)		-
STATEMENT OF OPERATIONS
Revenue:		2,083			2,083			-
Expenses:
Depreciation and amortization		595			572			(23	)
General and administrative		6,317			6,602			285
Interest income, net		798			790			(8	)
Net (loss)		(3,663	)		(3,917	)		(254	)
Loss from continuing operations		(6,523	)		(6,777	)		(254	)
Net income (loss) from continuing ops attributable to common shareholders (Note 5)		(6,589	)		(6,843	)		(254	)
Per share loss from continuing operations attributable to common shareholders - basic and diluted	$	(0.98	)	$	(1.02	)	$	(0.04	)
Per share (loss) income available to common stockholders - basic and diluted	$	(0.56	)	$	(0.59	)	$	(0.03	)

The following table represents the Statements of Operations for the three months ended September 30, 2024, (in thousands) for the Statement of Operations only:

	As Reported			As Revised
Account Name	Q2			Q2			Difference
STATEMENT OF OPERATIONS
Revenue:		2,958			2,958			-
Expenses
Depreciation and amortization		501			481			(20	)
General and administrative		2,553			2,811			258
Interest income, net		387			379			(8	)
Net (loss)		(174	)		(404	)		(230	)
Loss from continuing operations		(975	)		(1,205	)		(230	)
Net income (loss) from continuing ops attributable to common shareholders (Note 5)		(1,252	)		(1,482	)		(230	)
Per share loss from continuing operations attributable to common shareholders - basic and diluted	$	(0.19	)	$	(0.22	)	$	(0.03	)
Per share (loss) income available to common stockholders - basic and diluted	$	(0.07	)	$	(0.10	)	$	(0.03	)

The following table represents Purchase Price Adjustments (within Note 3) reported as of June 30, 2024 and September 30, 2024, (in thousands):

	As Reported			As Revised
(In thousands)	Q1 & Q2			Q1 & Q2			Difference
Cash and cash equivalents	$	32		$	-		$	(32	)
Accounts receivable		124			117			(7	)
Materials and supplies		538			538			-
Operating lease right-of-use		502			3,063			2,561
Prepaid expenses and other assets		266			266			-
Property, plant, and equipment		23,750			20,110			(3,640	)
Intangible assets		11,130			11,130			-
Goodwill		10,434			10,434			-
Total assets acquired		46,776			45,658			(1,118	)
Accounts payable		1,260			1,252			(8	)
Accrued expenses and other liabilities		231			111			(120	)
Lease liabilities		502			3,063			2,561
Deferred income taxes		4,668			4,668			-
Deferred revenue		556			556			-
Total liabilities assumed		7,217			9,650			2,433
Total fair value of net assets acquired		39,559			36,008			(3,551	)
Less: redeemable noncontrolling interest		(17,644	)		(17,644	)		-
Less: noncontrolling interest		(3,551	)		-			3,551
Total purchase price	$	18,364		$	18,364		$	-

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of ~~Old~~the ~~Market~~Company ~~Capital Corporation~~ and its wholly-owned and majority-owned subsidiaries, primarily consisting of the operations of Amplex. For consolidated entities that are less than wholly-owned, the third party's holding of the equity interest is presented as noncontrolling interests in the condensed consolidated statements of redeemable noncontrolling interest and shareholders' equity. The portion of net income (loss) attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company's condensed consolidated statements of operations. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). for interim financial information, with instructions to Form 10-Q pursuant to the Securities Exchange Act of 1934, as amended, and with Article 8 of Regulation S-X thereunder Accordingly, they do not include all of the information and notes to the consolidated financial statements required by U.S. GAAP for complete consolidated financial statements, although the Company believes that the disclosures made are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, as filed with the Securities and Exchange Commission on July 1, 2024.9

are less than wholly-owned, the third party's holding of the equity interest is presented as noncontrolling interests in the condensed consolidated statements of redeemable noncontrolling interest and shareholders' equity. The portion of net income (loss) attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company's condensed consolidated statements of operations. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). for interim financial information, with instructions to Form 10-Q pursuant to the Securities Exchange Act of 1934, as amended, and with Article 8 of Regulation S-X thereunder Accordingly, they do not include all of the information and notes to the consolidated financial statements required by U.S. GAAP for complete consolidated financial statements, although the Company believes that the disclosures made are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, as filed with the Securities and Exchange Commission on June 30, 2025 and as amended on June 30, 2025 and July 21, 2025.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Management evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company's significant estimates and assumptions include the fair value of assets acquired and liabilities assumed in business combinations, the recognition of deferred taxes, assessing the useful life and recoverability of long-lived assets including property, plant and equipment, goodwill, and intangible assets, and assessing the likelihood of adverse outcomes from pending litigation and regulatory matters. Actual results could differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

Short-term highly liquid investments with a maturity date that was 3 months or less at the time of purchase are treated as cash equivalents. Amounts earned from cash equivalents are presented separately in the condensed consolidated statements of operations. Cash equivalents for the period include money market accounts and brokerage accounts.

Restricted cash consists of cash held in a pledged deposit account received in connection with the RUS Loan (see Note 6) that is required to be held by Amplex and is able to be used by the Company solely for the purposes for which the funds were awarded to complete a project, or for such other purposes as may be approved in writing. Restricted cash is included in Prepaid expenses and other assets in the Condensed Consolidated Balance Sheets.

Accounts Receivable and Allowances for Credit Losses

Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest.

15The allowance for credit losses is based on the probability of future collection under the current expect credited loss impairment model under Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Assets. Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as macroeconomic trends or other factors including customers’ credit risk and historical loss experience. The adequacy of

The allowance for credit losses is based on the probability of future collection under the current expect credited loss impairment model under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Assets. Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as macroeconomic trends or other factors including customers’ credit risk and historical loss experience. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred.10

the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit loss expense in the period incurred.

Property, Plant, and Equipment, net

Property, plant, and equipment is recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. Upon disposal of assets, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized currently in the condensed consolidated statements of operations. Depreciation of property, plant, and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Asset		Estimated Useful Life
Equipment		5 - 7 years
Furniture and fixtures		5 - 7 years
Leasehold improvements		Lesser of lease term or useful life (generally 6 - 15 years)
Construction equipment		5 - 10 years
Fiber plant		15 - 30 years
Customer premise equipment		4 - 5 years
Towers		5 - 10 years
Plant in service		15 - 4929 years

Acquisitions, Goodwill and Intangible Assets

Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained from a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at their estimated fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

Certain assumptions, estimates, and judgments are used in determining the fair value of net assets acquired, including goodwill and intangible assets, as well as determining the allocation of goodwill to the reporting units. Accordingly, the Company may obtain the assistance of third-party valuation specialists for the valuation of significant tangible and intangible assets. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but that are inherently uncertain. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received and is not to exceed one year from the acquisition date. ~~The~~If ~~Company~~the ~~may~~initial ~~record~~accounting ~~adjustments~~for to the ~~fair~~business ~~value~~combination ofhas ~~these~~not ~~tangible~~been ~~and~~completed ~~intangible~~by ~~assets~~the ~~acquired~~end ~~and~~of ~~liabilities assumed, with~~ the ~~corresponding~~reporting ~~offset~~period ~~to goodwill. Contract assets and liabilities are measured and recognized~~ in ~~accordance~~which ~~with~~the ~~ASC~~business ~~606~~combination occurs, ~~Revenue~~provisional ~~from~~amounts ~~Contracts~~are ~~with~~reported ~~Customers.~~to ~~Additionally,~~present ~~uncertain~~information ~~tax~~about ~~positions~~facts and ~~tax-related~~circumstances ~~valuation~~that ~~allowances~~existed ~~are initially recorded in connection with a business combination~~ as of the acquisition date. ~~The~~Once ~~Company~~the ~~continues~~measurement toperiod ~~collect~~ends, ~~information~~which ~~and~~in ~~reevaluates~~no ~~these~~case ~~estimates~~extends ~~and~~beyond ~~assumptions~~one ~~periodically~~year ~~and~~from ~~records~~the ~~any~~acquisition ~~adjustments~~date, torevisions ~~preliminary estimates~~ to ~~goodwill, provided~~ the ~~Company~~accounting isfor ~~within~~ the ~~measurement~~business ~~period.~~combination ~~If outside of the measurement period, any subsequent adjustments~~ are recorded ~~within~~in ~~the Company’s condensed consolidated statements of operations~~earnings.

16Intangibles with definite lives are amortized on a straight-line basis over their useful lives, which generally range from 5 to 21 years. When certain triggering events occur, the Company assesses the useful lives of its intangibles with definite lives. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable regardless of whether such carrying amount is zero or negative.

~~Intangibles~~Goodwill and intangibles with ~~definite~~indefinite lives are not amortized. onThe aCompany ~~straight-line~~is ~~basis~~required ~~over~~to ~~their~~test ~~useful~~goodwill ~~lives,~~and ~~which~~indefinite ~~generally~~lived ~~range~~intangible ~~from~~assets 5for toimpairment 21on ~~years.~~an ~~Annually~~annual basis, or ~~when~~more ~~certain~~often if indicators of potential impairment exist due to triggering events ~~occur~~, by determining if the carrying value of the Company's ~~assesses~~goodwill exceeds the ~~useful~~estimated ~~lives~~fair value of ~~its~~said ~~intangibles~~goodwill. ~~with~~Indicators ~~definite~~that ~~lives.~~could trigger an interim impairment test include, but are not limited to, underperformance relative

Goodwill and intangibles with indefinite lives are not amortized. The Company is required to test goodwill and indefinite lived intangible assets for impairment on an annual basis, or more often if indicators of potential impairment exist due to triggering events, by determining if the carrying value of the Company's goodwill exceeds the estimated fair value of said goodwill. Indicators that could trigger an interim impairment test include, but are not limited to, underperformance relative to projected future operating results, significant negative industry or economic trends, an adverse change in regulatory environment, or pending adverse litigation.11

to projected future operating results, significant negative industry or economic trends, an adverse change in regulatory environment, or pending adverse litigation.

In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the Company's goodwill is less than its carrying value as of the assessment date. If no events, facts, or circumstances are identified during the qualitative assessment, the Company does not need to perform a quantitative impairment assessment. If the Company concludes that it is more likely than not that the fair value of the goodwill is less than its carrying value, then the Company will perform a quantitative impairment test by comparing the fair value of the goodwill with its carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill. During the periods presented, the Company did not have any impairment charges.

Assets Held-for-Sale and Discontinued Operations

The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to Accounting Standards Codification ("ASC") 360-10, Property, Plant and Equipment. Criteria include management's commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held-for-sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

Pursuant to ASC 310-10, Receivables, a loan classified as held for investment should be reclassified to held for sale if the reporting on the date a loan is transferred into the held-for-sale category, any previously recorded allowance for credit losses is reversed in earnings and the loan is recorded at its amortized cost basis. Prior to the transfer, a reporting entity should apply its ~~writeoff~~write off policy to the amortized cost basis. The amortized cost at the date of transfer should be reduced by any writeoffs recognized just prior to the transfer. If the amortized cost basis exceeds the loan’s fair value at the date of transfer, the reporting entity should establish a valuation allowance equal to the difference between amortized cost basis and fair value.

When the Company has sold, or classified as held for sale, a business component that represents a strategic shift with significant effect on the Company's operations and financial results, it classifies that business component as discontinued operations and retrospectively presents discontinued operations for the comparable periods. The post-tax income, or loss, of discontinued operations are shown as a single line on the face of the statement of operations. The disposal of the discontinued operation would also result in a gain or loss upon final disposal.

As a result of the sale of finance receivables and repossessed assets to Westlake Financial, the accompanying condensed consolidated financial statements reflect the activity related to the sale of the assets of the consumer finance segment as discontinued operations. The Company determined that the finance receivables met the held-for-sale criteria as of November 1, 2023 and the consumer finance segment met the discontinued operations criteria during the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025. Additionally, concurrent with the decision to sell the finance receivables in November 2023, the Company reclassified its finance receivables to held for sale, which are carried at the lower of amortized cost or fair value. The Company compared the fair value and amortized cost of finance receivables held for sale and recorded a held for sale valuation allowance through earnings to reduce the amortized cost basis to fair value. The sale of the finance receivables and repossessed assets of the consumer finance segment was completed on April 26, 2024. See Note 1213 for additional information regarding the activities of discontinued operations.

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ("ROU") assets, and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities in the Company's balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.

ROU assets and lease liabilities are recognized at commencement date or acquisition date and determined using the present value of the future minimum lease payments over the lease term. The Company uses a discount rate based on a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates for lease term lengths ranging 3 to 8 years. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities for all asset classes. The Company recognizes operating lease expense on a straight-line basis over the lease term.

The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement.

Upon the acquisition of Amplex on June 15, 2024, the Company recorded lease liabilities and corresponding right of use assets of approximately $502 thousand, based on the present value of the remaining minimum rental payments for leases existing upon adoption of the new lease standard and other adjustments to the opening balance of right of use assets. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of payments. Additionally, after adjusting for the immaterial correction of an error of the Red Bug entities as a VIE, the Company recognized ROU assets and lease liabilities which should have initially been accounted for as part of the acquisition of Amplex of approximately $2.5 million. See Note 9 for additional detail on the Company's leasing arrangements.

~~Investments~~On May 1, 2025, Amplex as the lessee, and Red Bug, LLC (the “Lessor”) executed a First Amendment to the Lease Agreement originally dated March 1, 2023, for premises located in ~~Debt~~Troy ~~Securities~~Township, Wood County, Ohio. The amendment grants Amplex a right of first refusal (“ROFR”) to purchase the leased premises during the lease term, subject to certain conditions. Under the ROFR provision, if the Lessor intends to sell the property (excluding certain exempt transactions), Amplex has 30 days to elect to purchase the property on the same terms offered to a third-party buyer. If Amplex declines or does not respond, the Lessor may proceed with the sale within 180 days. If the sale terms materially change, then the ROFR resets and has to be reoffered to Amplex. This amendment does not modify the lease term, rent obligations, or other material economic terms of the original lease and has no accounting impact. The lease continues to be classified as an operating lease.

~~Old~~Dissenting ~~Market~~Shares ~~Capital Corporation~~ and Amplex entered into a Term Loan Agreement (the "Term Loan Agreement") entered into on February 15, 2024, as amended by the First Amendment dated April 26, 2024 and later amended by the Second Amendment dated June 15, 2024, pursuant to which Old Market Capital Corporation agreed to make one or more term loan advances ("Term Loan Advances" or "Term Loans") to Amplex in an aggregate principal amount not to exceed $900 thousand. The Borrower agrees to make monthly payments of interest on each Term Loan Advance, commencing on March 1, 2024, and on the first day of each month thereafter. No payments of principal are due until the earlier of a) closing of a share purchase agreement (the "Transaction Closing Date") or b) in the event of terminating the negotiation of a share purchase agreement ("Triggering Event"), the first anniversary of the date of initial Term Loan Advance (the "Term Loan Maturity Date"). All unpaid principal and accrued and unpaid interest on the Term Loan Advance is due and payable in cash on the Term Loan Maturity Date. Amounts may be prepaid without penalty by giving five days written notice to the Lender. Interest is accrued on Term Loan Advances at an interest rate of 12.5% per annum.Domestication

~~Per~~On ~~the~~November ~~amended~~22, ~~terms~~2023, ofOMCC, ~~the~~formerly ~~Term~~known ~~Loan~~as ~~Agreement~~Nicholas Financial, atInc., ~~the~~filed ~~Transaction~~an ~~Closing~~initial ~~Date,~~Registration ~~the~~Statement ~~outstanding~~on ~~debt~~Form ~~from~~S-4 ~~the~~to ~~Term~~register ~~Loan~~certain ~~Advances~~shares ~~shall~~of ~~automatically~~the beCompany’s ~~converted~~common ~~into~~stock ~~the~~in ~~number~~connection ofwith ~~common~~the ~~shares~~re-domestication (continuation) of ~~Amplex~~the ~~determined~~Company byand ~~dividing~~the sale of the ~~outstanding~~Company’s ~~debt~~loan ~~from~~portfolio (the ~~Term~~ “Loan ~~Advances~~Portfolio bySale”). Shareholders had the ~~share~~right ~~purchase~~to ~~price~~dissent (the ~~"Converted~~“Dissent ~~Shares"~~Right”). ~~The~~to ~~Term~~the ~~Loans~~continuation ~~were~~and ~~converted~~the ~~upon~~Loan ~~the~~Portfolio ~~Transaction~~Sale ~~Closing~~under ~~Date~~Section as309 of ~~June~~the ~~15,~~British ~~2024~~Columbia (aBusiness ~~total~~Corporations ofAct ~~approximately~~(“BCBCA”). ~~$754~~Dissenting ~~thousand,~~shareholders ~~comprised~~had ofthe ~~$750~~right ~~thousand~~to ofbe ~~principal~~paid ~~and~~the $4fair ~~thousand~~value of ~~accrued~~their ~~interest)~~shares at (the ~~share~~“Dissenting ~~purchase~~Shares”) ~~price~~under Section 245 of ~~$1,792~~the BCBCA.55 ~~per~~Fair ~~share~~value ~~into~~was ~~421~~determined ~~shares~~as of ~~Amplex~~the ~~common~~close ~~stock~~of business on the day before the Loan Portfolio Sale was approved by shareholders.

AsOn ofApril ~~March 31~~15, 2024 (the “Approval Date”), the ~~Term~~stockholders of OMCC approved the re-domestication of the Company from Canada to the State of Delaware and the Loan ~~Advance~~Portfolio ~~receivable~~Sale. ~~was~~There ~~accounted~~were ~~for~~652,249 asDissenting anShares ~~available~~exercised in accordance with the Dissent Right. The Company determined the Dissenting Shares are within the scope of ASC 480-~~for-sale~~10 ~~debt~~as ~~security~~they are considered mandatorily redeemable as of the Approval Date and as such were classified as liabilities. Liability-classified instruments are initially measured at fair ~~valued~~value ~~using~~(or ~~"Level~~allocated 3"value). ~~inputs~~Subsequent changes in fair value are recognized through earnings for as long as the instruments continue to be classified as a liability. As of the Approval Date, ~~which~~the ~~consist~~Company determined the fair value of ~~unobservable~~the ~~inputs~~Dissenting ~~and~~Shares ~~reflect~~was ~~management'~~$4.5 million based on the Company’s ~~estimates~~stock price of ~~assumptions~~$6.94 as of such date.

1813

~~that~~On ~~market~~September ~~participants would use in pricing the asset. The Company's Term Loan Advances were determined to be available-for-sale debt securities under ASC 320~~5, ~~Investments - Debt Securities. The Company estimated the fair value of the Term Loan Advances as of March 31,~~ 2024 ~~using a probability-weighted scenario-based model~~, ~~which uses as inputs~~ the ~~estimated~~Company ~~fair~~settled ~~value~~in ofcash ~~the~~with ~~Borrower's common stock,~~ the ~~estimated~~dissenting ~~volatility~~shareholders ~~of the Borrower's common stock, the time~~ to ~~expiration~~repurchase ~~of the Term Loan Advances~~652,249 ~~the~~Dissenting ~~discount~~Shares ~~rate,~~at ~~the stated interest rate compared to the current market rate, and the risk-free interest rate for~~ a ~~period that approximates the time to expiration. The estimated fair value of the Borrower's common stock was based on the estimated closing~~ price ofper ~~the~~share ~~Amplex shares to the Company at the time~~ of ~~issuance~~$8.63, ~~The~~or ~~estimated volatility of the Borrower's common stock was based on the observed volatility range of comparable publicly traded companies~~$5.6 ~~The time to expiration was based on the probability of conversion prior to the contractual maturity date~~million. The ~~risk-free~~Dissenting ~~interest~~Shares ~~rate~~were ~~was~~retained ~~determined~~ by ~~reference to~~ the ~~U.S.~~Company ~~Treasury yield curve in effect at the time of measurement for time periods approximately equal~~ to ~~the~~be ~~time~~included towithin ~~expiration~~treasury stock.

~~Between~~In ~~April~~conjunction 1,with ~~2024~~the ~~and~~cash ~~June 1~~settlement, ~~2024~~ the Company ~~made~~recognized ~~Term~~a ~~Loan~~loss ~~Advances~~on todissenting ~~Amplex~~shareholders’ inliability ~~the aggregate amount~~ of $~~450 thousand~~0.8 ~~The~~million ~~Term~~for ~~Loan~~three ~~Advances~~months ~~were~~ended toJune be30, ~~repaid~~2024, atrespectively ~~the earlier of a) the closing of the share purchase agreement~~ and b)derecognized the ~~first~~dissenting ~~anniversary~~shareholders' ofliability. ~~the~~In ~~initial~~addition, ~~term loan advance date if~~ the ~~negotiations~~repurchase of the ~~share~~Dissenting ~~purchase~~Shares ~~agreement~~(which ~~are~~were ~~terminated.~~retained Asby ~~mentioned above,~~ the ~~Term~~Company) ~~Loan~~were ~~Advances~~included ~~with~~within atreasury ~~total outstanding principal and accrued interest of $754 thousand was converted into 421 shares of Amplex common~~ stock ~~from~~as ~~a selling shareholder at the share purchase price~~ of ~~$1,792.55 per share in conjunction with~~ the ~~closing~~date of ~~the share purchase agreement~~repurchase.

Dissenting Shares & Domestication

On November 22, 2023, OMCC, formerly known as Nicholas Financial, Inc., filed the initial Form S-4 related to the re-domestication (continuation) and Loan Portfolio Sale. Shareholders had the right to dissent to the continuation and the Loan Portfolio Sale under Section 309 of the British Columbia Business Corporations Act (“BCBCA”) (“Dissent Right”). Dissenting shareholders had the right to be paid the fair value of their shares (“Dissenting Shares”) under Section 245 of the BCBCA. Fair value was determined as of the close of business on the day before the Loan Portfolio Sale was approved by shareholders.

On April 15, 2024 (“Approval Date”), the stockholders of OMCC approved the re-domestication of the Company from Canada to Delaware and the Loan Portfolio Sale. There were 652,249 Dissenting Shares exercised in accordance with the Dissent Right. The Company determined the Dissenting Shares are within the scope of ASC 480-10 as they are considered mandatorily redeemable as of the Approval Date and as such were classified as liabilities. Liability-classified instruments are initially measured at fair value (or allocated value). Subsequent changes in fair value are recognized through earnings for as long as the instruments continue to be classified as a liability. As of April 15, 2024, the Company determined the fair value of the Dissenting Shares was $4.5 million based on the Company’s stock price of $6.94.

On September 5, 2024, the Company settled in cash with the dissenting shareholders to repurchase 652,249 Dissenting Shares at a price per share of $8.63, or $5.6 million. The Dissenting Shares were retained by the Company to be included within treasury stock. In conjunction with the cash settlement, the Company recognized a loss on dissenting shareholders’ liability of $1.1 million for the nine months ended December 31, 2024, and derecognized the dissenting shareholders' liability. In addition, the repurchase of the Dissenting Shares (which were retained by the Company) were included within treasury stock as of the date of repurchase.

The following table summarizes the change in the Dissenting Shares liability measured at fair value, on a recurring basis, for which Level 3 inputs have been used to determine fair value:

Balance of Dissenting Shareholders' Liability as of April 1, 2024	$	-
Initial value upon re-domestication		4,526
Change in fair value		1,103
Cash settlement of dissenting shareholders' liability		(5,629	)
Balance of Dissenting Shareholders' Liability as of December 31, 2024	$	-

Fair Value Measurements

The Company applies ~~ASC~~ASU 820, Fair Value Measurement ("~~ASC~~ASU 820"), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ~~ASC~~ASU 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ~~ASC~~ASU 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Certain assets and liabilities of the Company are required to be recorded at fair value either on a recurring or nonrecurring basis ~~and are presented with Level 3 of the fair value hierarchy, such as Term Loan Advances, dissenting shareholders’ liability and contingent liability~~. The Company's non-financial assets such as property, plant, and equipment are recorded at cost. Fair value adjustments are made to these non-financial assets, on a nonrecurring basis, during the period an impairment charge is recognized, as applicable.

Certain of the Company's financial instruments are carried at fair value and are presented within Level 1 of the fair value hierarchy, such as money market funds included within cash and cash equivalents on the condensed consolidated balance sheet. In addition, the carrying amounts reflected in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable, materials and supplies, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value due to their short-term nature.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

2014

The following tables presents information about the Company’s financial instruments measured at fair value, on a recurring basis, consistent with the fair value hierarchy provisions:

	Fair Value Measurement Using(In thousands)
Description	Level 1		Level 2		Level 3		Fair Value		Carrying Value
Cash and Restricted Cash:
Cash and restricted cash:
December 31, 2024	$	11,851	$	-	$	-	$	11,851	$	11,851
June 30, 2025	$	1,828	$	-	$	-	$	1,828	$	1,828
March 31, 2024	$	994	$	-	$	-	$	994	$	994
March 31, 2025	$	1,400	$	-	$	-	$	1,400	$	1,400
Cash equivalents:
December 31, 2024	$	15,281	$	-	$	-	$	15,281	$	15,281
June 30, 2025	$	21,045	$	-	$	-	$	21,045	$	21,045
March 31, 2024	$	17,988	$	-	$	-	$	17,988	$	17,988
March 31, 2025	$	23,429	$	-	$	-	$	23,429	$	23,429
Term loan advance to Amplex:
December 31, 2024	$	-	$	-	$	-	$	-	$	-
March 31, 2024	$	-	$	-	$	300	$	300	$	300

~~The~~Advertising ~~following table summarizes the changes in financial assets measured at fair value, on a recurring basis, for which Level 3 inputs have been used to determine fair value:~~

Balance of Term Loan Advances as of April 1, 2024	$	300
Issued		450
Change in fair value		-
Interest accrued		4
Conversion		(754	)
Balance of Term Loan Advances as of December 31, 2024	$	-

Advertising costs are expensed as incurred. Advertising expense was $82 thousand and $6 thousand for the three months ended June 30, 2025 and 2024, respectively.

Balance of Dissenting Shareholders' Liability as of April 1, 2024	$	-
Initial value upon re-domestication		4,526
Change in fair value		1,103
Cash settlement of dissenting shareholders' liability		(5,629	)
Balance of Dissenting Shareholders' Liability as of December 31, 2024	$	-

Materials and supplies

~~Discontinued~~Materials ~~operations~~and ~~assets~~supplies ~~measured~~primarily onconsists aof ~~non-recurring~~internet ~~basis~~optical ~~using~~network ~~Level~~terminals 3as ~~inputs~~well ~~were~~as $0telecommunications and ~~$39~~customer installation equipment.4 ~~million~~All asmaterials and supplies inventory are stated at the lower of ~~December~~cost 31or net realizable value, ~~2024~~using the first-in, first-out ("FIFO") cost method. The total valuation of materials and ~~March~~supplies ~~31,~~is ~~2024~~determined based on the FIFO adjusted cost of the telecommunications or internet device, ~~respectively~~accessory shipped or optical network terminals.

The net realizable value of materials and supplies inventory is analyzed for signs of obsolescence or damage on a regular basis. If assessments regarding the above factors adversely change, the Company may be required to write down the value of materials and supplies inventory. Due to the longer shelf lives and quick turnover for use in the Company's operations of the materials and supplies purchased, there have been no inventory write-downs or allowances recorded to-date.

Long-lived assets

Finite-lived intangible assets, property, plant, and equipment, and other long-lived assets held for use are amortized or depreciated over their estimated useful lives, as summarized in the respective notes below. These assets are evaluated for impairment based on the identification of asset groups. Our asset groups align with our reportable segments. We evaluated our asset groups for impairment during the fourth quarter of fiscal 2024 and concluded that there were no indicators that an asset group impairment was more likely than not.

Loss Contingencies

Certain conditions may exist as of the date the condensed consolidated financial statements are issued that may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies, the Company’s legal counsel evaluates the perceived merits of any legal proceedings, disputes, or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

2115

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases along with operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

As part of the Company's recent acquisition of Amplex ~~by Old Market Capital Corporation~~, goodwill was recorded on the books. The goodwill recorded on the books as a result of the acquisition of Amplex through a stock purchase does not have favorable tax treatment. It will not be amortized or deducted for tax purposes, and the tax basis of the acquired assets remains unchanged. This results in a permanent book-tax difference when the goodwill is recognized for financial reporting purposes but not for tax purposes.

The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense. There were no uncertain tax positions as of ~~December~~June 3130, ~~2024~~2025 or ~~2023~~2024.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and Canada. The effect on deferred taxes of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

Revenue Recognition

The Company generates revenue primarily from the following sources:

Wireless internet services – The Company offers these services to residential and commercial customers under standard monthly plans for 12-month periods. Contracts standard terms and conditions state a penalty for early termination; however, the Company normally waives this penalty. Standard monthly plans vary in price according to the amount of bandwidth provided and include installation and equipment. For the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025, revenues from these services totaled approximately $1.7 million ~~and $3~~.~~8 million, respectively.~~

Fiber internet services – The Company offers these services to residential and commercial customers under standard monthly plans for 12-month periods. Fiber optic internet services provide higher speeds than wireless internet. Contracts are typically cancellable without penalty. Standard monthly plans vary in price according to the amount of bandwidth provided and include installation and equipment. For the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025, revenues from these services totaled approximately $~~851~~0.9 ~~thousand and $1,730 thousand, respectively~~million.

Other – These services include primarily voice over IPinternet protocol (“VOIP”) telephone services to residential and commercial customers under 12-month periods. Contracts are typically cancellable without penalty. Standard monthly plans vary based on the features offered. Customers may purchase the equipment from the Company or a third-party vendor. In addition, the Company offers video streaming services through third-party providers. For the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025, revenues from these services totaled approximately $~~424~~0.4 ~~thousand and $909 thousand, respectively~~million.

In accordance with ASC 606 “Revenue Recognition”, the Company recognizes revenue from contracts with customers using a five-step model, which is described below:

identify the customer contract;

identify performance obligations that are distinct;

determine the transaction price;

allocate the transaction price to the distinct performance obligations; and

recognize revenue as the performance obligations are satisfied.

Identify the customer contract

A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.

Identify performance obligations that are distinct

A performance obligation is a promise by the Company to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Determine the transaction price

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.

Allocate the transaction price to distinct performance obligations

The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. The Company’s contracts may contain multiple performance obligations, for which the Company accounts for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price the Company would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers.

Recognize revenue as the performance obligations are satisfied

Revenues from wireless and fiber internet, VOIP services, and video streaming services are recognized ratably as performance obligations are satisfied by transferring control of a promised product or service to a customer. Revenues from equipment sales are recognized when control transfers to the customer, which occurs upon delivery.

Customers are billed in advance for services to be provided in the upcoming month. Once billed, payment from customers is due 30 days from the invoice date. The Company’s agreements with its customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.

Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company fulfills obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. There are no contract assets related to performance under the contract. The Company is contractually entitled to invoice in advance for services to be provided in the future. Accordingly, accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. The Company recognizes deferred revenue when consideration has been billed or received in advance of the Company’s satisfaction of its performance obligation(s).

23In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting

~~deferred revenue when consideration has been billed or received in advance of the Company’s satisfaction of its performance obligation(s).~~ 17

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet one of the exemptions defined in ASC 606-10-50-14 through 606-10-50-14A, i.e., performance obligation is part of a contract that has an original expected duration of one year or less.

Segment Reporting

The Company reports operating segments in accordance with ASC 280, Segment Reporting (“ASC 280”), including the impact of adopting ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (“ASU 2023-07”). Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by their chief operating decision maker in deciding how to allocate resources and assesses performance. ASC 280 requires that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way operating segments were determined and other items.

The Company’s ~~has~~Chief ~~two~~Executive ~~reportable~~Officer ~~segments:~~represents ~~consumer~~the ~~finance~~Company’s ~~and~~chief ~~telecommunications~~operating decision maker (“CODM”). The ~~consumer~~CODM ~~finance~~regularly ~~company~~reviews the Company’s results to assess performance and allocates resources at the Telecommunications operating segment, isexcluding ~~reported~~Corporate ~~within~~and discontinued operations ~~for~~of the ~~periods~~Company. ~~presented~~All of the Company’s ongoing services provided to customers are delivered through an integrated network and have similar types or classes of customers. As such, management has identified one operating segment, telecommunications, which is the Company’s reportable segment under this organizational and reporting structure.

Redeemable Noncontrolling Interest

The Company classifies noncontrolling interests with redemption features that are not solely within the control of the Company within temporary equity on the Company’s condensed consolidated balance sheets in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The noncontrolling interest was recorded outside of shareholders’ equity because the noncontrolling interest provided the holder with put rights which allows the holder to compel the Company to purchase Amplex common stock at a variable amount per share at any time following the fifth anniversary of the closing date of the Amplex acquisition but prior to the fifteenth anniversary of the closing date of the Amplex acquisition. During this time period, the put option may be exercised by the holder at any time after 90 days prior written notice, which is considered not solely within the Company’s control. The Company determined the put option is not within the scope of ASC 480-10 to be recorded as a liability at fair value and will not subsequently adjust for changes in fair value. The Company adjusts redeemable noncontrolling interests for the portion of net loss attributable to the redeemable noncontrolling interests and for the change in the carrying amount of redeemable noncontrolling interest for the incremental value to which the ~~NCI~~noncontrolling interest holder may ultimately be entitled to. When the redemption amount of redeemable noncontrolling interest exceeds the fair value, the Company has made an accounting policy election to reflect as a deemed dividend the entire change in the redemption amount (see Note 5). For the three and nine months ended December 31, 2024, the Company recognized a deemed dividend of $154 thousand for its redeemable noncontrolling interest to adjust the carrying amount of the redeemable noncontrolling interest to its redemption value, after giving effect to the change in its carrying amount from the net income (loss) attributable to the redeemable noncontrolling interest. As of December 31, 2024, the book value of this interest was approximately $14.2 million and was recorded as a redeemable noncontrolling interest in our condensed consolidated balance sheets.

For the three months ended June 30, 2025, the Company did not recognize a deemed dividend due to the carrying value of the redeemable noncontrolling interest exceeding its redemption value. As of June 30, 2025, the book value of this interest was approximately $13.9 million and was recorded as a redeemable noncontrolling interest in our condensed consolidated balance sheets.

Reclassifications

During the ~~nine~~fiscal ~~months~~year ended ~~December~~March 31, ~~2024~~2025, the Company determined that the consumer finance company segment met the criteria for discontinued operations classification. As a result, the Company made reclassifications to include certain prior year amounts within discontinued operations and assets held for sale in the Company's condensed consolidated balance sheets, statements of operations, and statements of cash flows. See Note 13 Discontinued Operations for further details.

Recently Issued ~~But Not Yet Adopted~~ Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (“ASU 2023-07”). This ASU requires interim and annual disclosure of significant segment expenses 18

24In December 2023, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). This ASU requires that reporting entities disclose specific categories in the effective tax rate reconciliation as well as information about income taxes paid. The authoritative guidance is effective for annual periods beginning after December 15, 2024 and for interim periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new guidance and does not expect this standard to have a material impact on the Company’s condensed consolidated financial statements.

~~that~~In ~~are~~March ~~regularly~~2024, ~~provided to~~ the ~~chief~~FASB ~~operating~~issued ~~decision-maker~~ASU ~~(“CODM”) and included within the reported measure of a segment’s profit or loss~~2024-02, ~~requires~~Codification ~~interim~~Improvements-Amendments ~~disclosures~~to ~~about~~Remove aReferences ~~reportable~~to ~~segment’s~~the ~~profit~~Concepts orStatements ~~loss~~(“ASU ~~and~~2024-02”). ~~assets~~ASU ~~that~~2024-02 ~~are~~contains ~~currently~~amendments ~~required~~to ~~annually, requires disclosure of~~ the ~~position~~Codification ~~and~~that ~~title~~remove ofreferences ~~the~~to ~~CODM,~~various ~~clarifies~~FASB ~~circumstances~~Concepts inStatements. ~~which~~The anrequirements ~~entity can disclose multiple segment measures~~ of ~~profit~~this orASU ~~loss,~~2024-02 ~~and~~are ~~contains other disclosure requirements. This authoritative guidance is~~ effective for ~~annual~~the ~~periods~~Company ~~beginning~~for ~~after December 15, 2023, and~~ interim periods ~~within~~in fiscal years beginning after December 15, 2024, ~~with~~and ~~early~~can ~~adoption~~be ~~permitted.~~applied ~~The~~on ~~Company~~a isprospective ~~currently~~or ~~evaluating~~retrospective ~~the~~basis. ~~effect~~This ofstandard ~~this~~has ~~new guidance and does~~ not ~~expect~~had ~~this standard to have~~ a material impact on ~~the~~our ~~Company's~~ condensed consolidated financial statements and related disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~No.~~2024-03, ~~2023~~Income Statement-09Reporting "Comprehensive Income-Expense ~~Taxes~~Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures"~~Expenses ("“ASU ~~2023~~2024-~~09"~~03”). ~~This~~Additionally, in January 2025, the FASB issued ASU ~~requires~~2025-01 ~~that~~to ~~reporting~~clarify ~~entities~~the ~~disclose~~effective ~~specific~~date ~~categories~~of ASU 2024-03. ASU 2024-03 requires disclosure in the ~~effective~~notes ~~tax~~to ~~rate~~the ~~reconciliation~~financial asstatements ~~well~~of asspecified information about ~~income~~certain ~~taxes~~costs ~~paid~~and expenses. The ~~authoritative~~requirements ~~guidance~~of isASU 2024-03 are effective for ~~annual~~the ~~periods~~Company for fiscal years beginning after December 15, ~~2024~~2026 and interim periods within fiscal years beginning after December 15, ~~with~~2027. ~~early~~Early adoption is permitted. ~~The~~and ~~Company~~should isbe ~~currently~~applied ~~evaluating~~either prospectively to financial statements issued for reporting periods after the ~~effect~~effective date of this ~~new~~ASU ~~guidance~~or ~~and~~retrospectively ~~does~~to ~~not~~any ~~expect~~or ~~this~~all ~~standard~~period toperiods ~~have~~presented ain ~~material~~the ~~impact~~financial onstatements. We are currently evaluating the ~~Company’s~~impact of this standard on our condensed consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). ASU 2024-02 contains amendments to the Codification that remove references to various FiASB Concepts Statements. The requirements of this ASU 2024-02 are effective for the Company for fiscal years beginning after December 15, 2024 and can be applied on a prospective or retrospective basis. This standard is not expected to have a significant impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all period periods presented in the financial statements. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Note 3. Business Combination

On June 15, 2024 (the "Closing Date"), the Company closed a share purchase agreement to acquire Amplex from the sellers (the “Sellers”), pursuant to which the Sellers agreed to sell, and the Company agreed to purchase 51% of the issued and outstanding common shares, no par value per share, of Amplex and the Company agreed to make payment to holders of options for Amplex’s common shares in consideration of cancellation of such options for total purchase consideration of $18.4 million, which was paid in cash on the date of closing (the "Amplex Acquisition"). Amplex is an Ohio-based provider of rural broadband services to business and residential customers. The Company acquired Amplex in ~~order~~an attempt to provide better shareholder value over time. The financial results of Amplex have been included within the condensed consolidated financial statements since the Closing Date.

In conjunction with the closing of the Amplex Acquisition, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the share purchase price of $1,792.55 and purchased an additional 1,674 shares of Amplex common stock at a price of $1,792.55 per share for a total of $3.0 million. These transactions, concurrently executed at the Transaction Closing Date, increased the Company's ownership in Amplex to 56.5%. ~~During~~In ~~the quarter ended~~ December ~~31,~~ 2024, the Company entered into a Subscription Agreement whereby the Company invested an additional $4.5 million into Amplex, increasing the Company's ownership percentage to 6160.9%.

In accordance with ASC 805, Business Combinations, the Amplex Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. Goodwill is calculated as the excess of the purchase price ~~over~~for the ~~preliminary~~acquired ~~estimated~~business over the fair value of net assets acquired, including the liabilities assumed, from the Amplex Acquisition. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry, and other intangible assets acquired that do not qualify for separate recognition, including an assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes.

25The allocation of the purchase price to the assets acquired and liabilities assumed was finalized as of March 31, 2025 using the purchase method of accounting in accordance with ASC 805.

value of net assets acquired and liabilities assumed in the Amplex Acquisition. The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The primary areas that remain preliminary relate to the fair values of property, plant, and equipment, goodwill and intangible assets. 19

The fair value of the subscriber relationships were determined using the multi-period excess earnings method (“MPEEM”) under the income approach. This method reflects the present value of the operating cash flows generated by this asset after taking into account the cost to realize the revenue, and an appropriate discount rate to reflect the time value and risk associated with the invested capital. The Company utilized the relief-from-royalty method, a form of both the market and income approach, to determine the fair value of the trade names. Under this method, it is assumed that if the Company did not own the intangible asset, it would be willing to pay a royalty for its use. Internally developed software was valued using a cost approach, specifically the cost to re-create method. The cost to re-create method considers the cost required to recreate an identical asset considering current prices of direct and indirect costs. These costs are then adjusted for the developers’ profit, which reflects the expected return on the direct and indirect costs, and opportunity cost, which represents the forgone returns during the period when the asset is being developed. The Citizens Broadband Radio Service FCC license ("CBRS FCC license") was valued using a cost approach, specifically, the cost incurred by the business in acquiring the CBRS FCC license. In determining the fair value of the property, plant, and equipment, the Company used a combination of various valuation techniques including the income approach, the cost approach, and the market approach.

The Company's ~~preliminary~~final allocation of the purchase price to the assets acquired, liabilities assumed, and noncontrolling interest recognized and redeemable as of the Closing Date were as follows:

(In thousands)
Cash and cash equivalents	$	-221
Accounts receivable		~~117~~116
Materials and supplies		~~538~~537
Operating lease right-of-use		3,063
Prepaid expenses and other assets		~~266~~265
Property, plant, and equipment		2024,~~110~~584
Intangible assets		114,~~130~~133
Goodwill		1012,~~434~~280
Total assets acquired		45,~~658~~199
Accounts payable		1,252
Accrued expenses and other liabilities		~~111~~112
Lease liabilities		3,063
Deferred income taxes		4,~~668~~208
Deferred revenue		556
Total liabilities assumed		9,~~650~~191
Total fair value of net assets acquired		36,008
Less: redeemable noncontrolling interest		(17,644	)
Total purchase price	$	18,364
Total Adjusted Base Purchase Price	$	18,364

The Company incurred $1.1 million of transaction costs related to the acquisition of Amplex during the ~~nine~~fiscal ~~months~~year ended ~~December~~March 31, ~~2024~~2025. These costs are classified as general and administrative expenses in the Company's condensed consolidated statements of operations. The Company recorded a measurement period adjustment during the fourth fiscal quarter of 2025 that decreased the value of finite lived intangible assets acquired in the transaction by $7.0 million, increased the value of property, plant, and equipment by $4.5 million, increased cash acquired by $0.2 million, and decreased total liabilities by $0.5 million (which is almost entirely attributable to a decrease in deferred income taxes). These adjustments had the net effect of increasing goodwill by $1.8 million.

The ~~following~~measurement isperiod adjustments for the ~~net~~fair ~~impact~~value of the ~~Amplex~~assets ~~Acquisition~~acquired onand liabilities assumed, as described above, were recognized during the ~~Company's~~fiscal ~~condensed~~year ~~consolidated~~ended ~~statements~~March of31, ~~operations~~2025, ~~since~~of which the ~~Closing~~final ~~Date:~~purchase price allocation adjustments

2620

	For the Three Months Ended December 31, 2024		For the Nine Months Ended December 31, 2024
	(In thousands)
Total revenue	$	2,968	$	6,415
Income (loss) from continuing operations	$	261	$	(5	)

were determined and calculated as if the accounting had been completed at the acquisition date. As a result of the final revised estimates in the fair values determined for the finite lived intangible assets, property, plant, and equipment, and their related estimated useful lives, there also was a corresponding adjustment to the income effects that would have been recognized for depreciation expense and amortization expense.

~~The~~Of ~~following~~the ~~table~~$0.5 ~~represents~~million of amortization expense recorded during the ~~supplemental~~year ~~consolidated~~ended ~~financial~~March ~~results~~31, of2025 for the ~~Company~~finite onlived anintangible ~~unaudited~~assets ~~pro~~acquired, ~~forma~~approximately ~~basis~~$24 thousand would have been recognized through the first quarter ended June 30, as2024, ifwhich represents a $6 thousand decrease in amortization expense from the ~~acquisition~~$30 ~~had~~thousand ~~been~~that ~~consummated~~was onpreviously ~~April~~estimated 1,using ~~2023~~the provisional amounts of finite lived intangible assets as presented in previous filings.

	(In thousands)
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2024 (Actual)			2023 (Pro Forma)			2024 (Pro Forma)			2023 (Pro Forma)
Revenue	$	2,968		$	2,780		$	8,825		$	8,275
Net loss from continuing operations attributable to common shareholders before dividends		(403	)		(1,487	)		(11,279	)		(3,969	)
Redeemable noncontrolling interest redemption value in excess of carrying value deemed dividend		(154	)		-			(154	)		-
Net loss from continuing operations attributable to common shareholders		(557	)		(1,487	)		(11,433	)		(3,969	)
Net income (loss) from discontinued operations attributable to common shareholders		279			(9,962	)		3,139			(15,745	)
Net loss attributable to common shareholders		(278	)		(11,449	)		(8,294	)		(19,714	)
Per share amounts:
Basic (loss) earnings per share from continuing operations attributable to common shareholders		(0.08	)		(0.20	)		(1.71	)		(0.54	)
Diluted (loss) earnings per share from continuing operations attributable to common shareholders		(0.08	)		(0.20	)		(1.71	)		(0.54	)
Basic earnings (loss) per share from discontinued operations attributable to common shareholders		0.04			(1.37	)		0.47			(2.16	)
Diluted earnings (loss) per share from discontinued operations attributable to common shareholders		0.04			(1.37	)		0.47			(2.16	)
Basic (loss) earnings per share attributable to common shareholders		(0.04	)		(1.57	)		(1.24	)		(2.70	)
Diluted (loss) income per share attributable to common shareholders		(0.04	)		(1.57	)		(1.24	)		(2.70	)

Of the $1.5 million of depreciation expense recorded during the year ended March 31, 2025 for the property, plant, and equipment acquired, approximately $75 thousand would have been recognized through the first quarter ended June 30, 2024, which represents a $14 thousand increase in depreciation expense from the $61 thousand that was previously estimated using the provisional amounts of property, plant, and equipment as presented in previous filings.

The following ~~table~~is ~~represents~~the net impact of the ~~supplemental~~Amplex ~~schedule~~Acquisition on the Company's condensed consolidated statements of ~~noncash~~operations ~~investing~~for ~~and~~the ~~financing~~three ~~activities~~months ended June 30, 2025 and 2024:


	(In thousands)
	Three months ended June 30,
	2025		2024
Total revenue	$	3,034	$	489

Net income (loss) from continuing operations	$	74	$	(600	)

	(In thousands)
	For the Nine Months Ended December 31,
	2024			2023
Supplemental schedule of noncash investing and financing activities
Fair value of Amplex assets acquired	$	45,658		$	-
Less: redeemable noncontrolling interest		(17,644	)		-
Less: cash paid for Amplex common stock		(18,364	)		-
Amplex liabilities assumed	$	9,650		$	-

The following table represents the supplemental consolidated financial results of the Company on an unaudited pro forma basis, as if the acquisition had been consummated on April 1, 2024.


	(In thousands)
		Three months ended June 30,
		2025 (Actual)			2024 (Pro Forma)
Revenue		$	3,034		$	4,130

Net loss from continuing operations attributable to common shareholders			(786	)		(3,912	)
Net income from discontinued operations attributable to common shareholders			38			2,059
Net loss attributable to common shareholders		$	(748	)	$	(1,853	)

The following table represents the supplemental schedule of noncash investing and financing activities related to the Amplex acquisition:


	(In thousands)
	Three months ended June 30,
	2025		2024
Supplemental schedule of noncash investing and financing activities
Fair value of Amplex assets acquired	$	-	$	45,199
Less: redeemable noncontrolling interest		-		(17,644	)
Less: cash paid for Amplex common stock		-		(18,364	)
Amplex liabilities assumed	$	-	$	9,191

Note 4. Revenue and Deferred Revenue

Revenue

The Company sells its goods and services to customers primarily under contracts with stated terms of 12 months. The Company’s standard terms and conditions state a penalty for early termination of wireless internet service contracts; however, the Company normally waives this penalty. Disaggregated revenues are presented in the accompanying statements of operations.

Contract Liability

The Company ~~recorded~~has a current contract liability ~~balance~~balances recorded of $~~564~~0.6 ~~thousand~~million and $0.6 million as of ~~December~~March 31, ~~2024~~2025 and June 30, 2025, respectively, which ~~represents~~represent amounts billed or collected in advance of the Company’s satisfaction of its performance obligations for the ~~upcoming~~applicable contracts. During the quarter ended March 31, 2025, almost the entire $0.6 million contract liability balance as of March 31, 2025 was recognized as revenue during the period, and the $0.6 million contract liability balance as of June 30, 2025 pertains almost entirely to new customer billings made in advance of the Company's satisfaction of future performance obligations, as substantially all of the Company's billings that get added to the contract liability balances are billed for performance obligations that are satisfied by the Company in the subsequent month.

Note 5. Earnings Per Share

The Company has granted stock compensation awards with nonforfeitable dividend rights which are considered participating securities. Earnings per share is calculated using the two-class method, as such awards are more dilutive under this method than the treasury stock method. Ordinarily, basic earnings per share is calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period, which excludes the participating securities. The Company's participating securities are non-vested restricted shares which are not required to share losses, and accordingly, are not allocated losses in periods of net loss. Dilutive earnings per share are calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period which includes the dilutive effect of additional potential common shares from stock compensation awards. In a period of loss, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same. In accordance with ASC 480-10-S99-3A, as the Company's redeemable noncontrolling interest is redeemable at an amount other than fair value, the Company has made an accounting policy election to reflect the entire adjustment to the carrying value as a deemed dividend. For the ~~three~~quarter ~~and nine months~~ ended ~~December~~June 3130, ~~2024~~2025, the Company ~~recognized~~excluded ~~a deemed dividend of $154 thousand for its redeemable noncontrolling interest to adjust the carrying amount of the redeemable noncontrolling interest to its redemption value~~45,624 ~~after~~contingently ~~giving~~issuable ~~effect~~shares ~~to the change in its carrying amount~~ from the ~~net~~diluted ~~income~~earnings ~~(loss)~~per ~~attributable~~share tocalculation ~~the~~for ~~redeemable~~continuing ~~noncontrolling~~operations ~~interest.~~because ~~The~~their ~~deemed~~inclusion ~~dividend~~would ~~adjustment~~have tobeen ~~record this redeemable noncontrolling interest at its redemption value was recorded to additional paid~~anti-indilutive. ~~capital~~However, ~~and~~these ~~there~~shares ~~were~~are nodilutive ~~further adjustments to the net loss attributable to common shareholders~~ for the ~~purposes~~quarter ~~of calculating basic and dilutive loss per share. For the three and nine months~~ ended ~~December~~June 3130, ~~2024~~2025 ~~and~~for ~~2023,~~discontinued ~~potentially~~operations ~~dilutive~~and ~~securities~~are ~~that were not~~ included in the ~~diluted~~earnings ~~net loss~~ per share calculation. ~~because~~These ~~they would be anti-dilutive comprise 5 thousand and 10 thousand~~ shares ~~from~~relate ~~options~~ to ~~purchase~~employee ~~common~~and ~~shares,~~director ~~respectively.~~compensation agreements.

In accordance with ASC 480-10-S99-3A, as the Company's redeemable noncontrolling interest is redeemable at an amount other than fair value, the Company has made an accounting policy election to reflect the entire adjustment to the carrying value, when the formula-based calculation of redemption value exceeds its stated carrying amount, as a deemed dividend. After accounting for the adjustments to the carrying value to reflect the changes in the calculated redemption amount during the fiscal year ended June 30, 2025 as described in the Summary of Significant Accounting Policies (see Note 2) there were no resulting deemed dividends to be recognized and accordingly no adjustment was made to the numerator for calculating earnings per share.

For the three months ended June 30, 2025, there were no potentially dilutive securities excluded from the diluted net loss per share calculations due to there being none outstanding and also because they would be anti-dilutive if there were such dilutive shares outstanding during the period. For the three months ended June 30, 2024, potentially dilutive securities that

were not included in the diluted net loss per share calculations because they would be anti-dilutive were comprised of 5 thousand shares from options to purchase common shares.

Loss and income per share has been computed based on the following weighted average number of common shares outstanding:


		Three Months Ended June 30,
	(In thousands, except per share amounts)
			2025			2024
Numerator
Net loss from continuing operations attributable to common shareholders		$	(786	)	$	(5,361	)
Net income (loss) from discontinued operations attributable to common shareholders		$	38		$	2,059
Net loss attributable to common shareholders		$	(748	)	$	(3,302	)

Denominator
Denominator for basic loss per share - weighted-average shares outstanding			6,708			6,749
Dilutive effect of stock options			46			5
Denominator for diluted earnings per share from discontinued operations			6,754			6,754

Per share loss from continuing operations attributable to common shareholders
Basic		$	(0.12	)	$	(0.79	)
Diluted		$	(0.12	)	$	(0.79	)

Per share income from discontinued operations attributable to common shareholders
Basic		$	0.01		$	0.31
Diluted		$	0.01		$	0.30

Per share loss available to common stockholders
Basic		$	(0.11	)	$	(0.49	)
Diluted		$	(0.11	)	$	(0.49	)

	Three Months Ended December 31,						Nine Months Ended December 31,
	(In thousands, except per share amounts)
	2024			2023			2024			2023
Numerator
Net loss from continuing operations attributable to common shareholders before dividends	$	(403	)	$	(1,699	)	$	(7,254	)	$	(4,845	)
Redeemable noncontrolling interest redemption value in excess of carrying value deemed dividend		(154	)		-			(154	)		-
Net loss from continuing operations attributable to common shareholders	$	(557	)	$	(1,699	)	$	(7,408	)	$	(4,845	)
Net income (loss) from discontinued operations attributable to common shareholders		279			(9,962	)		3,139			(15,745	)
Net loss attributable to common shareholders	$	(278	)	$	(11,661	)	$	(4,269	)	$	(20,590	)
Denominator
Denominator for basic loss per share - weighted-average shares outstanding		6,685			7,286			6,696			7,288
Dilutive effect of stock options		5			10			5			10
Denominator for diluted earnings per share from discontinued operations		6,690			7,296			6,701			7,298
Per share loss from continuing operations attributable to common shareholders
Basic	$	(0.08	)	$	(0.23	)	$	(1.11	)	$	(0.66	)
Diluted		(0.08	)		(0.23	)		(1.11	)		(0.66	)
Per share income (loss) from discontinued operations attributable to common shareholders
Basic	$	0.04		$	(1.37	)	$	0.47		$	(2.16	)
Diluted		0.04			(1.37	)		0.47			(2.16	)
Per share loss available to common stockholders
Basic	$	(0.04	)	$	(1.60	)	$	(0.64	)	$	(2.83	)
Diluted		(0.04	)		(1.60	)		(0.64	)		(2.83	)

Note 6. Long-Term Debt


	(In thousands)
	June 30, 2025		March 31, 2025

RUS Loan	$	1,478		615
Bank Equipment Loans		197		213
Total Outstanding Debt		1,675		828
Less Current Portion		57		69
Total Long-Term Debt	$	1,618	$	759

	(In thousands)
	December 31, 2024		March 31, 2024
RUS Loan		615		-
Bank Equipment Loans		226		-
Total Outstanding Debt		841
Less Current Portion		69		-
Total Long-Term Debt	$	772	$	-

The scheduled maturities of outstanding debt, excluding the effect of any future drawdowns or interest expense, at ~~December~~June 3130, ~~2024~~2025 are as follows (in thousands):

(In thousands)
Remainder of FY 2025	$	17
Remainder of FY 2026	$	41
FY 2026		69
FY 2027		60
FY 2027		102
FY 2028		64
FY 2028		102
FY 2029		1,510
FY 2029		32
Total Outstanding Debt	$	1,675
Thereafter		519
Total Outstanding Debt	$	841

The Company’s weighted-average interest rate for the outstanding debt agreements for the three months ended June 30, 2025 and fiscal year ended March 31, 2025 was 4.73%. The Company's weighted-average interest rate on only its short-term borrowings outstanding ~~under~~as ~~its~~of ~~outstanding~~June ~~debt~~30, ~~agreements~~2025 ~~for~~and ~~the~~fiscal ~~three~~year ~~months~~ ended ~~December~~March 31, ~~2024~~2025, which is solely inclusive of the bank equipment loans, was 415.7350%.

RUS Loan - On September 23, 2024, Amplex entered into a Reconnect Program Loan and Security Agreement (the “RUS Loan Agreement”) with the United States of America acting through the Administrator of the Rural Electric Services (“RUS”), pursuant to which RUS has extended Amplex a secured loan in the principal amount of up to $21,341,792 (the “RUS Loan”). The cash received from the RUS Loan is restricted and held in a pledged deposit account, which is presented within “Prepaid expenses and other current assets” within the condensed consolidated balance sheets. The purpose of the RUS Loan is to finance the construction of a broadband infrastructure project to serve rural areas where at least 50% of the households are without sufficient access to broadband.

Amplex has five years to draw funds under the RUS Loan Agreement, which expires on October 31, 2029. The RUS Loan is secured by all of Amplex’s assets~~. The~~ ~~Loan~~and bears interest at a rate of 2% per annum, calculated by daily accrual. All monthly payments for accrued interest and principal on advances ~~will~~are able to be deferred for a three -year period ending on October 31, 2027, unless earlier ~~payment~~payments isare elected to be made by ~~Amplex~~the Company. At the end of the three-year deferral period, all unpaid accrued interest will be capitalized and added to the outstanding principal, and monthly payments will be established in an amount that amortizes the outstanding balance in equal payments over the remaining term of the RUS Loan. The principal advanced pursuant to ~~this~~the RUS Loan Agreement and remaining unpaid, if any, and interest thereon, shall be due and payable on October 31, 2046. All, or a portion of the outstanding balance, of any advance made under the RUS Loan Agreement may be prepaid on any payment date without penalty.

The obligation of RUS to advance funds to Amplex under the RUS Loan Agreement is subject to conditions that are customary for loans made by RUS, including the accuracy of Amplex’s representations and warranties, no material adverse effect with respect to Amplex, no event of default, receipt of a financial requirement statement from Amplex, current financial statements, compliance with buildout timelines, material compliance with the RUS Loan Agreement, obtaining specified permits, licenses and franchises and maintenance of on deposit in a pledged deposit account of required matching funds for completion of projects. Other conditions include Amplex having positive cash flow from operations at the end of the fifth year of an award under the RUS Loan Agreement and providing the specified level of broadband service for the period specified in the RUS Loan Agreement. The RUS Loan Agreement contains negative covenants of Amplex that are customary for loans made by RUS, including Amplex not merging, consolidating, reorganizing or selling, leasing or transferring a substantial part of its property without RUS’ prior written consent, Amplex not incurring additional debt with specified exceptions, Amplex not changing its principal place or place of business without RUS’ consent and Amplex not issuing preferred stock without RUS’ consent. RUS may suspend advances if Amplex suffers a material adverse effect or an event of default occurs.

30The RUS Loan Agreement contains customary events of default, including materially incorrect representations and warranties, nonpayment of the RUS Loan, improper expenditures, failure to keep adequate records, failure to build in accordance with timelines, bankruptcy, dissolution or liquidation and impairment of business. If an event of default occurs, RUS could restrict Amplex’s ability to obtain additional advances under the RUS Loan Agreement, accelerate all amounts outstanding under the RUS Loan Agreement, enforce RUS’ interest against the collateral pledged under the RUS Loan Agreement or enforce such other rights and remedies as RUS may have under the loan documents or applicable law as secured lenders.

The Loan Agreement contains customary events of default, including materially incorrect representations and warranties, nonpayment of the Loan, improper expenditures, failure to keep adequate records, failure to build in accordance with timelines, bankruptcy, dissolution or liquidation and impairment of business. If an event of default occurs, RUS could restrict Amplex’s ability to obtain additional advances under the Loan Agreement, accelerate all amounts outstanding under the Loan Agreement, enforce their interest against collateral pledged under the Loan Agreement or enforce such other rights and remedies as they have under the loan documents or applicable law as secured lenders.24

Bank Equipment Loans - In November 2024, the Company entered into two equipment finance agreements with a[Name ~~lender~~of Lender] (collectively, the “Bank Equipment Loans”) to provide financing for the Company to enable the purchase of certain pieces of equipment fixed assets. The ~~loans~~Bank Equipment Loans are secured by the pieces of equipment for which the financing agreements were entered into for purchase. ~~The~~Each Bank Equipment ~~Loans~~Loan ~~contain~~contains customary covenants and events of default, including materially incorrect representations and warranties, nonpayment of the ~~loans~~loan, and failure to maintain proper registrations, titles, permits, licenses, and insurance policies covering the equipment. ~~The~~Interest ~~interest~~under the Bank Equipment Loans accrues at a rate indexed to the "ICE Swap Rate - USD rates SOFR 1100" as published by Intercontinental Exchange, Inc., up to a maximum of 18% per annum. Payments on the ~~loans~~Bank Equipment Loans are due monthly, and the loans mature in November 2026.

Note 7. Property, Plant, and Equipment, net

Property, plant, and equipment consist of the following:

	(In thousands)
	December 31, 2024			March 31, 2024
	June 30, 2025			March 31, 2025
Equipment	$	4,380		$	305
Fiber plant	$	23,147		$	21,375
Construction equipment		323			-
Equipment		10,083			9,794
Leasehold improvements		~~183~~592			2580
Furniture and fixtures		~~201~~265			6249
Fiber plant		17,536			-
Towers		36			36
Customer premise equipment		818			-
Total, property, plant, and equipment in service		34,123			32,034
Towers		37			-
Property, plant, and equipment under construction		2,216			346
Total, property, plant, and equipment in service		23,478			313
Total property, plant, and equipment		36,339			32,380
Property, plant, and equipment under construction		2,042			-
Less: accumulated depreciation		(1,845	)		(1,435	)
Total property, plant, and equipment		25,520			313
Total property, plant, and equipment, net	$	34,494		$	30,945
Less: accumulated depreciation		(650	)		(238	)
Total property, plant, and equipment, net	$	24,870		$	75

Depreciation expense was $~~299~~481 thousand and $~~686~~61 thousand for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024,~~2025 ~~respectively. Depreciation expense was $19 thousand~~ and ~~$57 thousand for the three and nine months ended December 31~~2024, ~~2023,~~ respectively. Depreciation expense is included in depreciation and amortization in the condensed consolidated statements of operations.

Note 8. Goodwill and Intangible Assets

The acquired goodwill represents the value of combining operations of Amplex and the Company.

The change in the carrying amount of goodwill for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 was as follows:


(In thousands)	Net Carrying Amount as of March 31, 2025		Additions		Impairment		Net Carrying Amount as of June 30, 2025
Goodwill	$	12,280	$	-	$	-		12,280
	$	12,280	$	-	$	-	$	12,280

(In thousands)	Gross Carrying Amount		Additions		Impairment		Net Book Value
Goodwill	$	-	$	10,434	$	-		10,434
	$	-	$	10,434	$	-	$	10,434

The changes in intangible assets for the three months ended June 30, 2025 consists of the following:

~~The changes in intangible assets for the nine months ended December 31, 2024 consists of the following:~~25

(In thousands)	Weighted Average Remaining Amortization Period (Years)		~~Gross~~Net Carrying Amount as of March 31, 2025		Additions		Impairment		~~Accumulated~~ Amortization			Net ~~Book~~Carrying ~~Value~~Amount as of June 30, 2025
Definite lived intangible assets:
Subscriber relationships		133.4799	$	-2,234	$	~~7,300~~-	$	-	$	(~~283~~116	)	$	72,~~017~~118
Trade name		208.4494		-467		~~3,000~~-		-		(7711	)		~~2,923~~456
Internally developed software		4.46		-		250		-		(27	)		223
				2,701		-		-		(127	)		2,574
				-		10,550		-		(387	)		10,163
Indefinite lived intangible assets:
CBRS FCC license				-		580		-		-			580
IP Addresses	N/A			392		-		-		-			392
				-		580		-		-			580
CBRS FCC license	N/A			580		-		-		-			580
			$	-	$	11,130	$	-	$	(387	)	$	10,743
				972		-		-		-			972
			$	3,673	$	-	$	-	$	(127	)	$	3,546

Amortization expense totaled $~~179~~127 thousand and $~~387~~30 thousand for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024,~~2025 ~~respectively. Amortization expense totaled $4 thousand for the three~~ and ~~nine months ended December 31~~2024, ~~2023~~respectively. Amortization expense is included in depreciation and amortization in the condensed consolidated statements of operations.

As of ~~December~~June 3130, ~~2024~~2025, the future expected amortization expense for intangible assets is as follows:

(In thousands)
Remainder of FY 2025	$	179
Remainder of FY 2026	$	436
FY 2026		714
FY 2027		582
FY 2027		714
FY 2028		582
FY 2028		714
FY 2029		582
FY 2029		714
FY 2030		178
Thereafter		~~7,129~~214
Total	$	102,~~164~~574

Note 9. Leases

The Company's operating leases for its equipment and specialized spaces for company equipment have terms expiring at various dates through June 2033. Certain lease arrangements include renewal options, ~~and~~ escalation clauses and rights of first refusal for the lessee to purchase the applicable property.

Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As most of the Company's leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. Lease expense related to the net present value of payments is recognized on a straight-line basis over the lease term.

The key components of the Company's operating leases expenses are included in general and administrative expenses on the condensed consolidated statements of operations and were as follows:

3226

	Three Months Ended December 31,				Nine Months Ended December 31,
	Three Months Ended June 30,
(In thousands)	~~2024~~	2025	~~2023~~	2024	~~2024~~		~~2023~~
Operating lease expense	$	~~108~~117	$	1610		~~251~~		48
Short-term lease expense		6-		13		9		3
Total lease cost	$	~~114~~117	$	1713	$	~~260~~	$	51

Right-of-use assets and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows:

	(In thousands)
	December 31, 2024		March 31, 2024
	June 30, 2025		March 31, 2025
Operating leases:
Operating lease right-of-use assets	$	2,~~925~~894	$	652,963
Current portion of operating lease liabilities		~~267~~291		-286
Operating lease liabilities		2,688		65
Operating lease liabilities, net of current portion		2,612		2,685

The weighted-average remaining lease term for operating leases was 10.4 years ~~and 2.4 years~~ for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~the fiscal year ended March 31, ~~respectively~~2025. The weighted-average discount rate was 6.3% ~~and 6.5%~~ for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~the fiscal year ended March 31, ~~respectively~~2025.

Future minimum lease payments under non-cancelable operating leases as of ~~December~~June 3130, ~~2024~~2025, are as follows:

(In thousands)
Remainder of FY 2025	$	131
Remainder of FY 2026	$	368
FY 2026		430
FY 2027		468
FY 2027		431
FY 2028		455
FY 2028		421
FY 2029		413
Thereafter		2,246
FY 2030		412
Total minimum lease payments		4,072
Thereafter		1,833
Less: effects of discounting		(1,117	)
Total minimum lease payments		3,949
Present value of future minimum lease payments	$	2,955
Less: effects of discounting		(1,046	)
Present value of future minimum lease payments	$	2,903

As previously stated, Amplex leases certain property (including an office building) and warehouse building from the Red Bug Entities (See Notes 1 and 2). The Red Bug Entities are considered related parties under ASC 850, Related Parties. The Red Bug Entities were created by, and are majority-owned by Amplex's Chief Executive Officer. We consider our leasing arrangements with the Red Bug Entities to be arms-length transactions. The office building lease calls for monthly payments of approximately $13 thousand for the duration of the fifteen year lease term that runs through December 14, 2031. The warehouse building lease calls for monthly payments of approximately $15 thousand, with annual price increases being indexed to the Consumer Price Index, for the duration of the fifteen year lease term that runs through July 31, 2038. As of December 31, 2024, the connected ROU assets and liabilities recorded on our condensed consolidated balance sheets equaled approximately $2,462 thousand. Corresponding operating lease expenses of $83 thousand and $192 thousand have been recorded within general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended December 31, 2024, respectively. No balances or activity related to these leases are reflected in the December 31, 2023 condensed consolidated balance sheet or the condensed consolidated statements of operations for the three and nine months ended December 31, 2023 given Amplex was not consolidated within the Company financial statements during fiscal year 2024. The Company has no other material related party transactions requiring disclosure in these condensed consolidated financial statements.

The amounts recorded for operating lease expenses include short-term leases, which are immaterial. During the second quarter of fiscal year 2025, the Company recorded $56 thousand in impairment charges related to operating lease

right-of-use assets which is included within general and administrative expenses during the nine months ended December 31, 2024 as the Company had planned to close their Clearwater office location in December 2024. On December 13, 2024, the Company entered into a termination of lease agreement in connection with the Clearwater office location with an effective termination date of January 31, 2025. After executing the termination of lease agreement, the Company recorded a Gain on Lease Settlement of $0 thousand, reflecting the difference between the lease liability for the Clearwater office location as of the date of the termination of lease agreement and the total amount due to the Lessor as a result of the termination.

On December 2, 2024 the Company entered into a lease agreement for a new office space in Omaha, Nebraska. The lease term will commence on March 1, 2025 and the total future minimum lease payments under the agreement, excluding the effect of discounting, are expected to be $112 thousand.

Note 10. Commitments and Contingencies

The Company is involved in certain claims and legal proceedings in the normal course of business. ofIf ~~which~~ one, ifof ~~decided~~these ~~adversely~~claims were to ~~the~~be ~~Company,~~decided ~~would,~~against in the ~~opinion~~Company, ofit ~~management,~~could have a material adverse effect on the Company’s financial condition or results of operations.

Claims and legal proceedings relating to discontinued operations

~~Specifically,~~The ~~the~~ Company has been sued together with several other defendants, in a lawsuit styled: Nicholas Financial, Inc. v. Jeremiah Gross, No. 21CY-CV02148-01, 7th Judicial Circuit, Clay County, Missouri. On March 9, 2021 the Company filed suit against Jeremiah Gross for a deficiency balance owed to the Company following the 2018 surrender and sale of his motor vehicle which secured a loan from the Company. On April 22, 2021 a default judgment for $7,984 was entered against Gross. On December 22, 2021 Gross filed a motion to set aside the default judgment. The Court granted his motion on March 23, 2022. In his answer he asserted a class-action counterclaim against the Company seeking to represent a Nationwide class of the Company’s customers who received allegedly deficient notices regarding the sale of their vehicles and whose vehicles were recovered and sold by the Company, and on behalf of Missouri customers who received allegedly deficient notices from the Company regarding the sale of their recovered vehicles and the calculation of the deficiency owed the Company. The Company filed its answer to the counterclaim on May 13, 2022. On September 9, 2022 the Company filed a motion for summary judgment as to all counts of the counterclaim and Nicholas Financial, Inc.’s claim against Gross. The motion was argued on February 16, 2023. On March 27, 2023 the Court entered an order granting the motion in part and denying the motion in part. The Court found in favor of Nicholas Financial, Inc. as to the counterclaim regarding presale notices and prejudgment interest and in Gross’s favor for the counterclaim as to post-sale notices. The Court also denied Nicholas Financial, Inc.’s motion for summary judgment as to its claim for a deficiency against Gross. The remaining claim related to post sale notices sent to Missouri customers. The parties, including the Company’s insurer Gemini, settled the case and the Court entered a Final Approval Order on May 15, 2024 which found the Agreement to have been entered into in good faith and approving the Company’s assignment to the Class of the Company’s claims against certain insurers, brokers, and agents. Further, the Court approved the settlement as fair, reasonable, and adequate as to, and in the best interests of, each of the Parties and the Settlement Class members and in full compliance with all requirements of the laws of Missouri, the United States Constitution (including the Due Process Clause), and any other applicable law. The Court directed the parties to the Lawsuit to implement and consummate the Agreement pursuant to its terms and provisions. Pursuant to the terms of the Agreement, the Court entered a Final Judgment against the Company in favor of the Class. In the Final Judgment, the Court held that other than the funds to be paid by Gemini Insurance Company on behalf of the Company, the Company had no obligation to satisfy the judgment, and that any remaining amount may only be satisfied from the Company’s Insurers and Insurance Agents other than Gemini Insurance Company.

34Company filed a motion for summary judgment as to all counts of the counterclaim and Nicholas Financial, Inc.’s claim against Gross. The motion was argued on February 16, 2023. On March 27, 2023 the Court entered an order granting the motion in part and denying the motion in part. The Court found in favor of Nicholas Financial, Inc. as to the counterclaim regarding presale notices and prejudgment interest and in Gross’s favor for the counterclaim as to post-sale notices. The Court also denied Nicholas Financial, Inc.’s motion for summary judgment as to its claim for a deficiency against Gross. The remaining claim related to post sale notices sent to Missouri customers. The parties, including the Company’s insurer Gemini Insurance Company ("Gemini"), settled the case and the Court entered a Final Approval Order on May 15, 2024 which found the Agreement to have been entered into in good faith and approving the Company’s assignment to the Class of the Company’s claims against certain insurers, brokers, and agents. Further, the Court approved the settlement as fair, reasonable, and adequate as to, and in the best interests of, each of the Parties and the Settlement Class members and in full compliance with all requirements of the laws of Missouri, the United States Constitution (including the Due Process Clause), and any other applicable law. The Court directed the parties to the Lawsuit to implement and consummate the Agreement pursuant to its terms and provisions. Pursuant to the terms of the Agreement, the Court entered a Final Judgment against the Company in favor of the Class. In the Final Judgment, the Court held that other than the funds to be paid by Gemini on behalf of the Company, the Company had no obligation to satisfy the judgment, and that any remaining amount may only be satisfied from the Company’s Insurers and Insurance Agents other than Gemini.

On May 15, 2024, Gross filed on behalf of the Class, as assignee of the Company, a Cross-Claim in the underlying lawsuit against American Zurich Insurance Company (“AZIC”), American Guarantee and Liability Insurance Company (“AGLIC”), and Zurich American Insurance Company (“ZAIC” and collectively with AZIC and AGLIC, “Zurich”), for breach of contract, breach of the duty to defend, and bad faith failure to defend or settle (“Cross-Claim”). On June 14, 2024, Zurich filed a Motion to Amend the Final Judgment and a Notice of Removal of the Cross-Claim, seeking to remove the Cross-Claim to federal court in the Western District of Missouri. In its Notice of Removal, Zurich acknowledged that the Company is no longer a proper party to the Lawsuit “because all the claims against it are resolved by the Final Judgment.” On June 24, 2024, Zurich filed a Notice of Appeal of the Final Judgment.

Claims and legal proceedings relating to continuing operations

~~Armstrong~~On ~~Teasdale~~August ~~LLP~~14, ~~reported~~2024, the ~~following~~federal ~~updates~~court ~~based~~in the Western District of Missouri granted Gross’s (Class Representative’s) motion to remand the Cross-Claim against Zurich, which means the action was reinstated that day in the state Circuit Court. Shortly after the remand, on ~~recent~~September ~~events~~5, ~~and~~2024, the ~~information~~state ~~available~~court granted a joint motion by Gross and Zurich to itstay asthe state court action pending the state Appeals Court’s disposition of ~~November~~Zurich’s 1appeal. On April 25, ~~2024:~~2025, Missouri Court of Appeals dismissed Zurich’s appeal for failure to prosecute.

On ~~August~~October 1416, 2024, Gross and the ~~federal~~class ~~court~~reached inan agreement with the ~~Western~~Company ~~District~~and ofZurich ~~Missouri~~to ~~granted~~resolve ~~Gross’s~~the ~~(Class~~dispute ~~Representative~~regarding the Company’s) ~~motion~~insurance tocoverage ~~remand~~under the ~~Cross-Claim~~Zurich ~~against~~policies (the “Zurich, ~~which~~settlement”). ~~means~~On May 22, 2025 the ~~action~~Circuit ~~was~~Court ~~reinstated~~for ~~that~~Clay ~~day~~County, inMissouri approved the ~~state~~Zurich ~~Circuit Court~~settlement. The ~~Shortly~~effective ~~after~~date under the ~~remand,~~class onaction ~~September~~settlement 5,has ~~2024~~been triggered, ~~the~~and ~~state~~Gemini ~~court~~made ~~granted~~the aclass ~~joint~~action ~~motion~~settlement bypayment ~~Gross~~on ~~and~~behalf ~~Zurich~~of tothe ~~stay~~Company which the ~~state~~Settlement ~~court~~Administrator ~~action~~confirmed ~~pending~~cleared on June 3, 2025. There was no income or expense recorded by the ~~state~~Company ~~Appeals~~in ~~Court’s~~relation ~~disposition~~to ofthis ~~Zurich’s~~case ~~appeal,~~as ~~which~~of isJune ~~still~~30, ~~undecided~~2025.

Because of the pending motion to amend and the pending appeal, the Final Judgment is not yet final, which means the funding deadline for Gemini Insurance Company’s payment to the Class on behalf of the Company has not yet been triggered. The stay entered by the state court will likely not affect the finality of the Final Judgment.

Armstrong Teasdale LLP has been informed that Gross and Zurich participated in a mediation on October 9, and that they reached a global settlement of their disputes; however, a settlement agreement is apparently still being prepared, and the reported settlement is not yet final.

It is likely that Gemini Insurance Company’s funding deadline will occur 14 business days following the later of: November 22, 2024 (which is based on a statutory determination of automatic judgment finality, assuming no other appeals of the Final Approval Order or Final Judgment have been filed); or the date of the Court of Appeals’ disposition of the existing appeal or the effective date of any settlement agreement between Gross and Zurich, whichever of those two happens first (assuming the settlement between Gross and Zurich resolves the pending appeal and forecloses Zurich from pursuing any additional appeals).

However, Armstrong Teasdale LLP advised that it is still waiting to review the final written terms of the reported settlement between Gross and Zurich, and that it must review those terms in order to be in a position to provide the Company with a higher level of certainty regarding the date by which Gemini Insurance Company will be required to fund the Class payment (which will satisfy the Company’s remaining obligation pursuant to the Class Settlement Agreement).

Armstrong Teasdale advised that based on the information currently available, it still expects the Final Judgment to become final eventually, either as it is, or in a slightly modified version.

Note 11. Stock Plans

In May 2019, the Company’s Board of Directors (“Board”) authorized a stock repurchase program allowing for the repurchase of up to $8.0 million of the Company’s outstanding shares of common stock in open market purchases, privately negotiated transactions, or through other structures in accordance with applicable federal securities laws. The authorization was effective immediately.

The timing and actual number of shares will depend on a variety of factors, including stock price, corporate and regulatory requirements and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.

In August 2019, the Company’s Board authorized an additional repurchase of up to $1.0 million of the Company’s outstanding shares.

On September 5, 2024, the Company settled in cash with the dissenting shareholders to repurchase the 652,249 Dissenting Shares at a price per share of $8.63, or $5.6 million (as discussed in Note 2). The Dissenting Shares were retained by the Company to be included within treasury stock. 28

The table below summarizes treasury share transactions for the Company:

	Three Months Ended December 31, (in thousands)
	For the Three Months Ended June 30,
	2024						2023
	2025						2024
	Number of Shares			Amount			Number of Shares		Amount
Treasury shares at the beginning of period		6,020		$	(82,423	)		5,368	$	(76,794	)
Treasury shares purchased		-			-			-		-
Treasury shares reissued		(12	)		102			-		-
Treasury shares at the end of period		6,~~020~~008		$	(82,~~423~~321	)		5,368	$	(76,794	)

	Nine Months Ended December 31, (in thousands)
	2024					2023
	Number of Shares		Amount			Number of Shares		Amount
Treasury shares at the beginning of period		5,368	$	(76,794	)		5,368	$	(76,794	)
Treasury shares purchased		652		(5,629	)		-		-
Treasury shares at the end of period		6,020	$	(82,423	)		5,368	$	(76,794	)

Note 12. Income Taxes

The provision (benefit) for income taxes reflects an effective U.S. tax rate, which differs from the corporate tax rate for the following reasons:

The Company recorded an income tax expense of approximately $6019 thousand and ($0128) ~~from continuing operations for the three months ended December 31, 2024 and 2023, respectively. The Company also recorded an income tax expense of approximately $35~~ thousand ~~and $0~~ from continuing operations for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, respectively. The tax expense is primarily related to the newly acquired entity Amplex. Amplex was acquired during the nine months ended December 31, 2024 and will be consolidated for GAAP purposes, while continuing to file a separate federal tax return.

AsThe ~~of March 31, 2024, the~~ Company’s ~~had~~effective ~~federal~~tax ~~and~~rate ~~state~~for ~~net operating losses ("NOL") of approximately $44.6 million and $59.4 million, respectively. During~~ the ~~nine~~three months ended ~~December~~June 3130, ~~2024,~~2025 ~~the~~and ~~Company acquired federal NOLs of approximately $5.8 million related to the Amplex acquisition. The federal NOLs generated for the nine months ended December 31,~~ 2024, ~~will~~was ~~carryforward indefinitely~~-2.75% ~~Generally,~~and ~~state NOLs begin to expire December 31, 2039~~3. ~~In accordance with Section 382 of the U.S. Internal Revenue Code~~56%, ~~the usage of the Company's NOL carryforwards is subject to annual limitations following greater than 50% ownership changes~~respectively. ~~Tax returns for the years ended 2021 through 2024 are subject to review by tax authorities.~~

The Company’s effective tax rate for the nine months ended December 31, 2024 and 2023, was -0.48% and 0%, respectively. The Company's effective tax rate for the three months ended December 31, 2024 and 2023 was -14.81% and 0%, respectively. The change in the effective tax rate from the comparison of ~~2024~~2025 and ~~2023,~~2024 as noted above, primarily relates to the operations of Amplex. The Company only records a valuation allowance for OMCC since there is not sufficient evidence of future earnings to support a position that it will be ~~more~~able ~~likely than not~~ to realize its net deferred tax asset.

As of March 31, 2025, the Company had federal and state net operating losses (“NOL”) of approximately $70 million and $61 million, respectively.

The Federal NOLs were generated after December 31, 2017 and therefore have an infinite carryforward period but can only be utilized up to 80% of taxable income. State NOLs generated have various expiration rules and dates with the first amount of NOLs expiring in 2033. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s NOL carryforwards is subject to annual limitations following greater than 50% ownership changes. The Company is subject to taxation in the United States federal and state jurisdictions. The Company’s federal income tax and state income tax returns are subject to examination by tax authorities. Its statute of limitations will remain open for all years with unutilized NOLs. The Company is not currently under examination by any tax authority.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the OBBBA’s impact on the Company’s consolidated financial statements.

Note 13. Discontinued Operations

On November 13, 2023, the Company entered into the Purchase Agreement with Westlake Financial, pursuant to which the Company agreed to sell substantially all of its finance receivables and all of its repossessed assets. In connection with entering into the Purchase Agreement, the Company ceased new loan originations of contracts and direct loans. On April 26, 2024, the transactions contemplated by the Purchase Agreement closed with an aggregate purchase price of $65.6 million, pursuant to the terms of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, Westlake Financial was due to make additional payments to the Company based on a percentage of cash collections received over a predetermined threshold on the loan portfolio from September 30, 2023 through the closing of the disposition. On April 26, 2024, Westlake Financial made a $40.6 million payment to the Company at the closing of the disposition.

3629

the entering into the Purchase Agreement, the Company ceased new loan originations of contracts and direct loans. On April 26, 2024, the transactions contemplated by the Purchase Agreement closed with an aggregate purchase price of $65.6 million, pursuant to the terms of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, Westlake Financial was due to make additional payments to the Company based on a percentage of cash collections received over a predetermined threshold on the loan portfolio from September 30, 2023 through the closing of the disposition. On April 26, 2024, Westlake Financial made a $40.6 million payment to the Company at the closing of the disposition.

Subsequent to closing, the Company and Westlake Financial determined that Westlake Financial overpaid the Company $2.6 million. The Company accordingly recorded a $2.6 million contingent liability while negotiations took place until a settlement could be reached on the established contingent consideration.

On July 25, 2024, the arrangement between the Company and Westlake regarding a reconciliation of the initial payment to Nicholas Financial, escrow, and contingent consideration was settled, which resulted in the Company paying Westlake Financial $2.4 million and waiving the right to any future contingent payments from Westlake Financial as originally stated in the Purchase Agreement. As a result of the sale of the Company's finance receivables and repossessed assets to Westlake, the Company recognized a gain of $1.7 million (only $1.5 million of which had been recognized as of June 30, 2024), calculated as the excess of the total consideration received over the carrying value of the finance receivables and repossessed assets sold to Westlake. The disposition of the finance receivables and all of its repossessed assets represents a strategic shift in the business based on the total assets, revenue, and net income of the segment sold to Westlake in comparison to the financial information of the Company as a whole.

The following depicts the results of operations for the discontinued operations of the Company for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024:

		For the Three Months Ended December 31,							For the Nine Months Ended December 31,
		For the Three Months Ended June 30,
(In thousands)		2024				2023			2024			2023
			2025				2024
Revenue
Interest and fee income on finance receivables		$	-			$	41,~~954~~229		$	~~1,229~~		$	~~18,367~~
Total revenue			-				4,954			1,229			18,367
Operating (recoveries) expenses			(38	)			687
Operating expenses
Income from operations			38				542
Marketing			-				22			6			88
Gain on disposal of assets, net of tax			-				1,517
Provision for credit losses			-				(10,482	)		-			2,570
Income before income taxes			38				2,059
Fair value and other adjustments, net			(202	)			23,110			(230	)		23,110
Income tax expense (benefit)			-				-
General and administrative			17				2,198			823			7,518
Net income from discontinued operations, net of tax	$		38		$		2,059
Total operating expenses			(185	)			14,848			599			33,286
Gain on disposal of assets, net of taxes			-				-			(1,692	)		-
Gain on sale of finance receivables, net of taxes			(94	)			-			(817	)		-
Income before income taxes			279				(9,962	)		3,139			(15,745	)
Income tax benefit			-				-			-			-
Net income (loss) from discontinued operations, net of taxes		$	279			$	(9,962	)	$	3,139		$	(15,745	)

37Note 14. Segment Information

Segment Information - The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results and financial metrics for the Company to make decisions about allocating resources and assessing financial performance. The Company has one segment manager who reports directly to the CODM. The Company operates as one operating segment, Telecommunications, which provides broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. Customers include residential clients and commercial clients. In previous years, the Company had a consumer finance segment, however, this is now reported within discontinued operations for the periods presented (refer to Note 13 for further details).

The CODM uses segment operating income (loss) and assets to assess performance and allocate resources at the Telecommunications operating segment, which excludes corporate and discontinued operations of the Company. We define operating income (loss) as revenues less operating expenses. Operating expenses include cost of wireless and fiber internet services, cost of other revenue (exclusive of depreciation shown separately), plant specific and nonspecific operations expenses, general and administrative expenses, and depreciation and amortization expenses.

Costs incurred at corporate generally include legal, salary and wages for the executive management team, professional fees for services received, human resources, finance, and taxes.

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies.

Reported segment revenue, segment operating income (loss), and significant segment expenses for the three months ended June 30, 2025 and 2024 are as follows:


Telecommunications	For the Three Months Ended June 30,
2025 ($ in thousands)		2025			2024
Telecommunications Segment Revenue
Wireless internet services	$	1,672		$	319
Fiber internet services		930			106
Other revenue		432			64
Total revenue		3,034			489
Operating expenses
Salary and wages
General and administrative		1,227			831
Depreciation and amortization		572			80
Plant specific operations		427			74
Plant nonspecific operations		227			38
Cost of other revenue (exclusive of depreciation shown separately)		176			36
Cost of wireless and fiber internet services (exclusive of depreciation shown separately)		196			30
Marketing		144			0
Total segment operating expenses		2,969			1,089

Telecommunications segment operating income (loss)		65			(600	)

Other segment items1		28			-

Segment income (loss) before income taxes and discontinued operations		93			(600	)

Reconciliation to consolidated net loss before income taxes and discontinued operations:
Corporate overhead and other income
General and administrative		(1,006	)		(2,960	)
Marketing		(9	)		-
Depreciation and amortization		(36	)		(11	)
Interest income, net		219			411
Emigration tax (expense)		-			(1,711	)
(Loss) on dissenting shareholders' liability		-			(829	)

Consolidated net loss before income taxes and discontinued operations	$	(739	)	$	(5,700	)

1 Other segment items included in Segment operating loss include interest expense, gain on the sale of assets, and other income.

Assets by segment as of June 30, 2025 and March 31, 2025 are as follows:


	June 30,		March 31,
($ in thousands)	2025		2025
Telecommunications operating segment assets	$	55,726	$	53,994
Corporate assets		23,199		23,678
Total Assets	$	78,925	$	77,672

Note 15. Subsequent Events

On July 16, 2025, the Company entered into a Subscription Agreement pursuant to which the Company invested an additional $4.5 million into Amplex Holdings, increasing the Company's ownership percentage to 66.1%. The transaction and its economic terms were provided for in the Stockholders Agreement, dated as of June 15, 2024, among the Company, Amplex Holdings and Mark R. Radabaugh, which was entered into at the time of the Company’s initial investment in Amplex.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward- Looking Information

This Quarterly Report on Form 10-Q contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management's current beliefs and assumptions, as well as information currently available to management. When used in this document, the words "anticipate", "estimate", "expect", "forecast", "will", "would", "may", "plan", "believe", "intend" and similar expressions are intended to identify forward-looking statements. Although Old Market Capital Corporation, including its subsidiaries (collectively, the "Company", "we", "us", or "our") believes that the expectations reflected or implied in such forward-looking statements are reasonable, it can give no assurance that such expectation will prove to be correct. As a result, actual results could differ materially from those indicated in these forward-looking statements. Forward-looking statements in this Quarterly Report may include, without limitation statements about (1) approval by the Court of the settlement of the litigation involving Mr. Jeremiah Gross, (2) the availability and use of excess capital (including by acquiring businesses or by investing outside of the Company's traditional business), (3) projections of revenue, income, and other items relating to our financial position and results of operations, (4) statements of our plans, objectives, strategies, goals and intentions, (5) statements regarding the capabilities, capacities, market position and expected development of our business operations, and (6) statements of expected industry and general economic trends. These statements are subject to certain risks, uncertainties and assumptions that may cause results to differ materially from those expressed or implied in the forward-looking statements, including without limitation:

~~the~~Forward-looking ~~risk~~statements ~~that~~involve ~~approval~~a bynumber of risks and uncertainties, including but not limited to those discussed in the ~~Court~~“Risk ofFactors” section in the ~~settlement~~Company’s ofAnnual Report on Form 10-K for the ~~litigation~~fiscal ~~involving~~year Mrended March 31, 2025. Readers ~~Jeremiah~~should ~~Gross~~not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not beoccur ~~granted~~as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, ~~either~~due to the risks and uncertainties described herein and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on ~~terms~~Form 10-K for the Company’s fiscal year ended March 31, 2025, as well as other risks and ~~conditions~~uncertainties ~~satisfactory~~not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or atchanges ~~all;~~in factors or assumptions affecting such forward-looking statements.

uncertainties surrounding the Company's success in developing and executing on a new business plan;

uncertainties surrounding the Company's ability to use any excess capital to increase shareholder returns, by acquiring businesses or investing outside of the Company's traditional business;

availability of capital (including the ability to access bank financing);

recently enacted, proposed or future legislation and the manner in which it is implemented, including tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;

an increase in legislative and regulatory activity with respect to broadband networks;

changes in consumer behavior;

fluctuations in the economy;

the degree and nature of competition and its effects on the Company's financial results;

fluctuations in interest rates;

effectiveness on our risk management processes and procedures, including the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures;

our ability to successfully develop and commercialize new or enhanced products or services;

the sufficiency of our allowance for credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements;

higher borrowing costs and adverse financial market conditions impacting our funding and liquidity;

regulation, supervision, examination of our business by governmental authorities and adverse regulatory changes in the Company’s existing and future markets;

fraudulent activity, employee misconduct or misconduct by third parties;

failure of third parties to provide various services that are important to our operations;

alleged infringement of intellectual property rights of others and our ability to protect our intellectual property;

litigation and regulatory actions;

our ability to attract, retain and motivate key officers and employees;

use other third-party vendors and ongoing third-party business relationships;

cyber-attacks or other security breaches suffered by us;

disruptions in the operations of our computer systems and data centers;

the impact of changes in accounting rules and regulations, or their interpretation or application, which could materially and adversely affect the Company's reported consolidated financial statements or necessitate material

delays or changes in the issuance of the Company's audited consolidated financial statements;

uncertainties associated with management turnover and the effective succession of senior management;

our ability to realize our intentions regarding strategic alternatives, including the failure to achieve anticipated synergies; and

the risk factors discussed under "Item 1A - Risk Factors" in our Annual Report on Form 10-K and our other filings made with the U.S. Securities and Exchange Commission ("SEC")

Any forward-looking statements made by us in this document speak only as of the date on which they are made. We are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended March 31, 2024, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our 2024 Form 10-K. Our results of operations for the three and nine months ended December 31, 2024, may not be indicative of our future results.

Overview

~~Old~~The ~~Market~~Company ~~Capital~~was ~~Corporation~~previously ~~("OMCC") is~~ a specialized consumer finance company ~~engaged~~focused ~~primarily~~on insubprime ~~acquiring~~auto ~~and~~lending. ~~servicing~~The ~~automobile~~Company ~~finance~~announced ~~installment~~the ~~contracts~~restructuring ~~for purchases~~ of ~~used~~operations ~~and~~in ~~new~~November ~~automobiles~~2023 and ~~light~~now ~~trucks~~operates ~~incorporated~~as ~~under the laws of the State of Delaware with~~ a ~~wholly~~holding ~~owned~~company ~~subsidiary,~~which ~~Nicholas~~owns ~~Data~~an ~~Services,~~indirect ~~Inc.~~controlling ~~("NDS"). NDS~~interest ~~historically was engaged~~ in ~~supporting~~Amplex, ~~and~~a ~~updating~~broadband ~~industry~~company ~~specific computer application software for small businesses~~ located ~~primarily~~ in ~~the~~northwest ~~Southeastern~~Ohio. ~~United~~The ~~States.~~Company, ~~NDS~~which ~~has~~is ~~ceased~~based ~~its~~in ~~operations;~~Omaha, ~~however~~Nebraska, it continues asto ~~the~~pursue ~~interim~~additional ~~holding~~controlling ~~company~~interests ~~for~~in ~~Old~~other ~~Market~~companies ~~Capital Corporation. OMCC~~ and ~~NDS~~sectors ~~are~~yet ~~based~~to inbe ~~Florida, U~~determined.~~S.A.~~

Change in Operating Strategy

On June 15, 2024, ~~Old~~the ~~Market~~Company ~~Capital Corporation~~ closed upon the acquisition of 51% of the issued and outstanding common shares of Amplex ~~Electric Inc~~, which was placed into ~~a newly formed entity~~ Amplex Holdings~~, Inc~~. ("Amplex~~").~~ ~~Amplex~~ is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of ~~December~~June 3130, ~~2024~~2025, Amplex had approximately 1213,~~850~~200 broadband customers (4,~~100~~800 fiber subscribers) and over 1113,000 fiber passings completed.

Concurrently, on June 15, 2024, the Company converted the outstanding principal of $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the Share Purchase Price of $1,792.55 and purchased 1,674 shares of Amplex common stock at the same Share Purchase Price for a purchase price of $3.0 million (collectively, the "Additional NICK Closing Stock"). These transactions concurrently executed at the Transaction Closing Date increased the Company's ownership in Amplex to 56.5%. During the quarter ended December 31, 2024, the Company entered into a Subscription Agreement whereby the Company invested an additional $4.5 million into Amplex, increasing the Company's ownership percentage to 61%.33

Concurrently, on June 15, 2024, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the Share Purchase Price of $1,792.55 and purchased 1,674 shares of Amplex common stock at the share purchase price of $1,792.55 each for an aggregate purchase price of $3.0 million. These transactions increased the Company's indirect ownership in Amplex to 56.5%. In December 2024, the Company entered into a Subscription Agreement whereby the Company invested an additional $4.5 million into Amplex Holdings, increasing the Company's ownership percentage to 60.9%.

How We Generate Revenues and Evaluate our Business

The Company generates revenues primarily through customer contracts and provides wireless internet services, fiber internet services, and other services including voice over telephone services. The Company fulfills obligations and recognizes revenue under a contract with a customer by transferring products and services in exchange for consideration from the customer. Payments received or consideration billed in advance are recorded as deferred revenue. Further, the Company records accounts receivable for services billed in advance.

from the customer. Payments received or consideration billed in advance are recorded as deferred revenue. Further, the Company records accounts receivable for services billed in advance.

Operating income (loss) is a key metric that we use to evaluate segment operating performance and to determine resource allocation between segments. We define operating income (loss) as revenues less operating expenses. Operating expenses include cost of wireless and fiber internet services, cost of other revenue, plant specific and nonspecific operations expenses, general and administrative expenses, and depreciation and amortization expenses.

Result of Operations

Three months ended ~~December~~June 3130, ~~2024~~2025 compared to three months ended ~~December~~June 3130, ~~2023~~2024

Revenues of Continuing Operations

For the three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, our revenues in dollars and as a percentage of total revenues were as follows:

For the Three Months Ended December 31,

Variance

For the Three Months Ended June 30,

Variance

(In thousands)

~~2024~~

2025

~~2023~~

2024

$ Change

% Change

Revenue

Wireless internet services

1,~~693~~672

-319

1,~~693~~353

~~100~~424

Fiber internet services

~~851~~930

-106

~~851~~824

~~100~~777

Other revenue

~~424~~432

-64

~~424~~368

~~100~~575

Total revenue

23,~~968~~034

-489

2,~~968~~545

~~100~~520

Revenue totaled $3.0 million for the three months ended ~~December~~June 3130, ~~2024~~2025, compared to $0.5 million for the three months ended ~~December~~June 3130, ~~2023~~2024. The increase in revenue for the three months ended ~~December~~June 3130, ~~2024~~2025 is primarily due to the Company completing its acquisition of Amplex on June 15, 2024. As a result, revenue was received by the Company from additional services provided by Amplex for the ~~Company~~entire ~~now~~quarter ~~provides~~for ~~from~~the current period, whereas for the ~~acquisition~~three ofmonths ~~Amplex~~ended ~~that~~June ~~were~~30, ~~not~~2024, Amplex only provided in15 ~~the~~days’ ~~prior~~worth ~~period~~of revenue. ~~Through~~By acquiring a majority interest in Amplex Holdings, which holds 100% of Amplex, the Company now indirectly through Amplex provides wireless internet services, fiber internet services, and other services including VOIP telephone and video streaming. Further, ~~with~~as a result of changes in the Company's operations arising in connection with the transactions undertaken pursuant to the Purchase Agreement with Westlake Financial in April of 2024 and the ~~acquisition~~Amplex Acquisition in June of 2024, the Company's revenue is not comparable on a year-over-year basis.

Expenses of Continuing Operations

~~For the three months ended December 31, 2024 and 2023, our expenses in dollars and as a percentage of total expenses were as follows:~~34

40For the three months ended June 30, 2025 and 2024, our expenses in dollars and as a percentage of total expenses were as follows:

	For the Three Months Ended December 31,				Variance
	For the Three Months Ended June 30,				Variance
(In thousands)	~~2024~~	2025	~~2023~~	2024	$ Change			% Change
Operating expenses
Marketing	$	21	$	-	$	21			100	%
General and administrative	$	2,233	$	3,791	$	(1,558	)		(41	)%
Cost of wireless and fiber internet services		167		-		167			100	%
Depreciation and amortization		608		91		517			568	%
Cost of other revenue		211		-		211			100	%
Plant specific operations		427		74		353			477	%
Plant specific operations		422		-		422			100	%
Plant nonspecific operations		227		38		189			497	%
Plant nonspecific operations		226		-		226			100	%
Cost of other revenue (exclusive of depreciation shown separately)		176		36		140			389	%
General and administrative		2,123		1,745		378			22	%
Cost of wireless and fiber internet services (exclusive of depreciation shown separately)		196		30		166			553	%
Depreciation and amortization		501		22		479			2177	%
Marketing		153		-		153			—	%
Total operating expenses	$	34,~~671~~020	$	14,~~767~~060	$	~~1,904~~(40	)		~~108~~(1	)%

Cost of Wireless and Fiber Internet Services and Cost of Other Revenue of Continuing Operations

Cost of wireless and fiber internet services totaled $~~167~~0.2 ~~thousand~~million for the three months ended ~~December~~June 3130, ~~2024~~2025, compared to $0.1 for the three months ended ~~December~~June 3130, ~~2023~~2024. In addition, cost of other revenue totaled $~~211~~0.2 ~~thousand~~million for the three months ended ~~December~~June 3130, ~~2024~~2025 compared to $0.1 million for the three months ended ~~December~~June 3130, ~~2023~~2024. As discussed above, the Company now indirectly through Amplex provides wireless internet, fiber internet, and other services in conjunction with its acquisition of a majority interest in Amplex Holdings, which holds 100% of Amplex. Therefore, the cost of wireless and fiber internet services and cost of other revenue increased during the three months ended ~~December~~June 3130, ~~2024~~2025 when compared to the prior period. ~~With~~As ~~the~~a ~~Company's~~result of the Purchase Agreement with Westlake Financial in April of 2024 and the ~~acquisition~~Amplex Acquisition in June of 2024, the Company's cost of wireless and fiber internet services and cost of other revenue is not comparable on a year-over-year basis.

Plant Specific and Plant Nonspecific Operations of Continuing Operations

Plant specific and plant nonspecific operations expenses totaled $~~648~~0.7 ~~thousand~~million for the three months ended ~~December~~June 3130, ~~2024~~2025, compared to $0.1 million for the three months ended ~~December~~June 3130, ~~2023~~2024. Due to the Company's acquisition of Amplex, the Company began providing additional services during the three months ended ~~December~~June 3130, ~~2024~~2025 that were not provided in the prior ~~periods~~period. Therefore, plant specific and nonspecific operations expenses increased for the three months ended ~~December~~June 3130, ~~2024~~2025 when compared to the prior period. ~~With~~As ~~the~~a ~~Company's~~result of the Purchase Agreement with Westlake Financial in April of 2024 and the ~~acquisition~~Amplex Acquisition in June of 2024, the Company's plant specific and nonspecific operations expenses are not comparable on a year-over-year basis.

General and Administrative Expenses of Continuing Operations

General and administrative expenses totaled $2.12 million for the three months ended ~~December~~June 3130, ~~2024~~2025, compared to $13.78 million for the three months ended ~~December~~June 3130, ~~2023~~2024. The ~~increase~~decrease in general and administrative expenses for the three months ended ~~December~~June 3130, ~~2024~~2025 is primarily due to additional professional fees and restructuring expenses incurred in the prior period in relation to the ~~acquisition of~~ Amplex Acquisition, which was ~~acquired~~closed by the Company during the ~~period~~three months ended June 30, 2024. ~~With~~As ~~the~~a ~~Company's~~result of the Purchase Agreement with Westlake Financial in April of 2024 and the ~~acquisition~~Amplex Acquisition in June of 2024, the Company's general and administrative expenses are not comparable on a year-over-year basis.

Depreciation and Amortization Expenses of Continuing Operations

Depreciation and amortization expense totaled $501 thousand for the three months ended December 31, 2024, compared to $22 thousand three months ended December 31, 2023. The increase in depreciation and amortization expense for the three months ended December 31, 2024 is primarily due to an increase in property, plant, and equipment and intangible assets resulting from the Company's acquisition of Amplex. With the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's depreciation and amortization expense is not comparable on a year-over-year basis.35

41Depreciation and amortization expense totaled $0.6 million for the three months ended June 30, 2025, compared to $0.1 million for the three months ended June 30, 2024. The increase in depreciation and amortization expense for the three months ended June 30, 2025 is primarily attributable to the consolidation of Amplex for the entire period of the three months ended June 30, 2025. As a result of the Purchase Agreement with Westlake Financial in April of 2024 and the Amplex Acquisition in June of 2024, the Company's depreciation and amortization expense is not comparable on a year-over-year basis.

Discontinued Operations

Income from discontinued operations was $0.3 million for the three months ended December 31, 2024 compared to a loss of $10 million for the three months ended December 31, 2023. The increase in income for three months ended December 31, 2024 is primarily attributed to a decrease in general and administrative expenses and a decrease in credit losses due to the sale of the finance receivables and repossessed assets to Westlake when compared to the three months ended December 31, 2023.

Nine months ended December 31, 2024 compared to nine months ended December 31, 2023

Revenues of Continuing Operations

For the nine months ended December 31, 2024 and 2023, our revenues in dollars and as a percentage of total revenues were as follows:

	For the Nine Months Ended December 31,				Variance
(In thousands)	2024		2023		$ Change		% Change
Revenue
Wireless internet services	$	3,776	$	-	$	3,776		100	%
Fiber internet services		1,730		-		1,730		100	%
Other revenue		909		-		909		100	%
Total revenue	$	6,415	$	-	$	6,415		100	%

Revenue totaled $6.4 million for the nine months ended December 31, 2024, compared to $0 for the nine months ended December 31, 2023. The increase in revenue for the nine months ended December 31, 2024 is primarily due to additional services the Company now provides from the acquisition of Amplex that were not provided in the prior period. Through acquiring Amplex, the Company now provides wireless internet services, fiber internet services, and other services including VOIP telephone and video streaming. Further, with the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's revenue is not comparable on a year-over-year basis.

Expenses of Continuing Operations

For the nine months ended December 31, 2024 and 2023, our expenses in dollars and as a percentage of total expenses were as follows:

	For the Nine Months Ended December 31,				Variance
(In thousands)	2024		2023		$ Change		% Change
Operating expenses
Marketing	$	33	$	-	$	33		100	%
Cost of wireless and fiber internet services		354		-		354		100	%
Cost of other revenue		456		-		456		100	%
Plant specific operations		820		-		820		100	%
Plant nonspecific operations		491		-		491		100	%
General and administrative		8,725		4,810		3,915		81	%
Depreciation and amortization		1,073		66		1,007		1526	%
Total operating expenses	$	11,952	$	4,876	$	7,076		145	%

Cost of Wireless and Fiber Internet Services and Cost of Other Revenue of Continuing Operations

Cost of wireless and fiber internet services totaled $354 thousand for the nine months ended December 31, 2024, compared to $0 for the nine months ended December 31, 2023. In addition, cost of other revenue totaled $456 thousand for the nine months ended December 31, 2024 compared to $0 for the nine months ended December 31, 2023. As discussed above, the Company now provides wireless internet, fiber internet, and other services in conjunction with its acquisition of Amplex. Therefore, the cost of wireless and fiber internet services and cost of other revenue increased during the nine months ended December 31, 2024 and when compared to the prior period. With the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's cost of wireless and fiber internet services and cost of other revenue is not comparable on a year-over-year basis.

Plant Specific and Plant Nonspecific Operations of Continuing Operations

Plant specific and plant nonspecific operations expenses totaled $1,311 thousand for the nine months ended December 31, 2024, compared to $0 for the nine months ended December 31, 2023. Due to the Company's acquisition of Amplex, the Company began providing additional services during the nine months ended December 31, 2024 that were not provided in prior periods. Therefore, plant specific and nonspecific operations expenses increased for the nine months ended December 31, 2024 when compared to the prior period. With the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's plant specific and nonspecific operations expenses are not comparable on a year-over-year basis.

General and Administrative Expenses of Continuing Operations

General and administrative expenses totaled $8.7 million for the nine months ended December 31, 2024, compared to $4.8 million nine months ended December 31, 2023. The increase in general and administrative expenses for the nine months ended December 31, 2024 is primarily due to additional professional fees and restructuring expenses incurred in relation to the acquisition of Amplex which was acquired by the Company during the period. With the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's general and administrative expenses are not comparable on a year-over-year basis.

Depreciation and Amortization Expenses of Continuing Operations

Depreciation and amortization expense totaled $1,073 thousand for the nine months ended December 31, 2024, compared to $66 thousand for the nine months ended December 31, 2023. The increase in depreciation and amortization expense for the nine months ended December 31, 2024 is primarily due to an increase in property, plant, and equipment and intangible assets resulting from the Company's acquisition of Amplex. With the Company's Purchase Agreement in April of 2024 and the acquisition in June of 2024, the Company's depreciation and amortization expense is not comparable on a year-over-year basis.

Emigration Tax Expense of Continuing Operations

Emigration tax expense was $~~1.7~~0 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 compared to $01.7 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. The ~~increase~~decrease in emigration tax expense in the current period is due to the Company completing its continuation and domestication from a company incorporated under the laws of British Columbia to a corporation incorporated under the laws of the State of Delaware as of April 18, 2024.

Loss on Dissenting Shareholders' Liability of Continuing Operations

Loss on dissenting shareholders' liability was $~~1.1~~0 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 compared to $0.8 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. The ~~increase~~decrease in loss on dissenting shareholders' liability is a result of the change in fair value of the liability during the period that represents the amount owed to dissenting shareholders from the sale of assets to Westlake Financial. As of ~~December~~June 3130, ~~2024~~2025, the Company settled the total amount owed to the dissenting shareholders.

Discontinued Operations

Income from discontinued operations was $~~3.1~~38 ~~million~~thousand for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 compared to ~~the~~income ~~loss~~from discontinued operations of $~~15.7~~542 ~~million~~thousand for the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. The ~~increase~~decrease in income for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 is primarily attributed to a decrease in general and administrative expenses and a decrease in credit losses due to the sale of the finance receivables and repossessed assets to Westlake Financial when compared to the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024.

Liquidity and Capital Resources

During the nine months ended December 31, 2024, the Company closed on the Share Purchase Agreement with Amplex, in which the Company purchased 51% of the issued and outstanding common shares, no par value per share, of Amplex and to make payment to holders of options for Amplex’s common shares in consideration of cancellation of such options for total purchase consideration of $18.4 million. In conjunction with the closing of the Share Purchase Agreement, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the Share Purchase Price of $1,792.55 and purchased an additional 1,674 shares of Amplex common stock at the share purchase price of $1,792.55 per share for a purchase price of $3.0 million. For further details of the acquisition, refer to Note 3.

The Company's cash flows are summarized as follows:

	Nine Months Ended December 31,
	Three Months Ended June 30,
(In thousands)	~~2024~~	2025		~~2023~~	2024
Net cash (used in) provided by operating activities	$	(1,145	)	$	1,035
Net cash provided by (used in) operating activities	$	912		$	(438	)
Net cash provided by investing activities		14,483			35,427
Net cash (used in) provided by investing activities		(3,715	)		22,081
Net cash used in financing activities		~~(4,788~~847	)		~~(29,100~~-	)

Net cash provided by (used in) ~~provided by~~ operating activities ~~decreased~~increased for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 when compared to the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. The ~~decrease~~increase in cash provided by (used in) ~~provided by~~ operating activities was primarily due to a decrease in net loss of $162.58 million, ~~noncash charge of $1.1 million for the loss on dissenting shareholders' liability,~~ and net change in operating assets and liabilities of $1.0.4 million, partially offset by a decrease in cash provided by operating activities from discontinued operations of $221.31 million. Further, ~~with~~as ~~the~~a ~~Company's~~result of the Purchase Agreement with Westlake Financial in April of 2024 and the ~~acquisition~~Amplex Acquisition in June of 2024, the Company's change in cash provided by operating activities is not comparable on a year-over-year basis.

Net cash (used in) provided by investing activities decreased for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 compared to the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. The decrease in net cash (used in) provided by investing activities is primarily due to ~~$18.4~~the ~~million~~purchase of ~~cash~~property ~~paid~~and equipment of $3.7 million for the ~~acquisition~~three ofmonths ~~Amplex~~ended in June ~~2024~~30, ~~partially~~2025, ~~offset~~as bycompared anto ~~increase~~the in net ~~cash provided by investing activities from discontinued operations of~~ $~~74.4~~22 million ~~for~~proceeds received during the ~~nine~~three months ended ~~December~~June 3130, 2024 ~~compared~~resulting tofrom the ~~nine~~$18.4 ~~months~~million ~~ended~~of ~~December~~cash ~~31,~~paid ~~2023.~~for ~~With~~ the ~~Company's~~acquisition ~~Purchase Agreement in April~~ of ~~2024~~Amplex ~~and the acquisition~~ in June of 2024, ~~the~~offset ~~Company's~~by ~~change~~an increase in net cash provided by investing activities isfrom ~~not~~discontinued ~~comparable~~operations onof $40.8 million. As a ~~year-over-year~~result ~~basis.~~of the Purchase Agreement with Westlake Financial in April of

Net cash used in financing activities decreased during the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. The decrease was primarily due to the repurchase of $5.6 million worth of shares of common stock held by dissenting shareholders, offset by the proceeds long-term debt of $615 thousand during the nine months ended December 31, 2024.36

We2024 ~~have~~and nothe ~~material~~Amplex ~~commitments~~Acquisition ~~for~~in ~~capital~~June ~~expenditures as~~ of ~~December 31,~~ 2024~~. Part of our growth strategy~~, ~~however,~~the isCompany's tochange ~~acquire~~in ~~businesses. We~~cash ~~would~~provided ~~anticipate~~by ~~funding~~investing ~~such~~activities ~~activity~~is ~~through~~not ~~cash~~comparable on ~~hand, the issuance of debt, Common Stock, restricted stock units, and warrants for our Common Stock or~~ a ~~combination~~year-over-year ~~thereof~~basis.

Net cash used in financing activities increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to the proceeds of long-term debt of $0.9 million during the three months ended June 30, 2025.

We have no material commitments for capital expenditures as of June 30, 2025. Part of our growth strategy, however, is to acquire businesses. We would anticipate funding such activity through cash on hand, the issuance of debt, Common Stock, restricted stock units, and warrants for our Common Stock or a combination thereof.

Long-Term Borrowing Facilities

On September 23, 2024, Amplex entered into a Reconnect Program Loan and Security Agreement with the United States of America, acting through the Administrator of the Rural Utilities Service (“RUS”), for a secured loan of up to $21.3 million. The loan is intended to finance broadband infrastructure in rural areas where at least 50% of households lack sufficient access.

The loan bears interest at 2% per annum, with payments deferred for three years through October 31, 2027. After the deferral period, accrued interest will be capitalized, and monthly payments will amortize the balance through the loan’s maturity on October 31, 2046. Amplex may draw funds through October 31, 2029, and may prepay advances without penalty.

Loan proceeds are restricted and held in a pledged deposit account, classified under Prepaid expenses and other current assets. The loan is secured by all of Amplex’s assets and includes customary covenants and conditions, including maintaining positive cash flow by year five, compliance with buildout timelines, and restrictions on additional debt, asset transfers, and organizational changes without RUS consent.

Failure to meet these conditions or the occurrence of specified events of default could result in suspension of advances, acceleration of repayment obligations, or enforcement of collateral rights.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Significant Developments

None.

Critical Accounting Policies and Estimates

A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involved a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company's financial condition or results of operations.

There have been changes in our critical accounting policies from those disclosed in ~~our~~the ~~2024~~Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 related to the Company’s acquisition of Amplex which closed June 15, 2024. We revised our critical policies relating to ~~principles~~business ~~of consolidation, trade receivables and allowance for doubtful accounts, and revenue recognition~~combinations.

~~Basis~~We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of ~~Presentation~~identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill. We identify and attribute fair values and estimated lives to the intangible assets acquired and allocate the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. If the initial accounting

The accompanying condensed consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”). Management believes it has made all necessary adjustments so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. The condensed consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation.37

~~Business~~for ~~Combinations~~the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings. All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred.

WeThe ~~account~~preparation ~~for~~of ~~our~~financial ~~business~~statements ~~combinations~~and ~~using~~related ~~the~~disclosures ~~acquisition~~in ~~accounting~~conformity ~~method,~~with ~~which~~U.S. ~~requires~~generally usaccepted toaccounting ~~determine~~principles (“GAAP”) and the ~~fair~~Company’s ~~value~~discussion and analysis of ~~identifiable~~its ~~assets~~financial ~~acquired~~condition and ~~liabilities~~operating ~~assumed,~~results ~~including~~require ~~any~~the ~~contingent~~Company’s ~~consideration,~~management to ~~properly~~make ~~allocate~~judgments, ~~the~~assumptions ~~purchase~~and ~~price~~estimates tothat affect the ~~individual~~amounts ~~assets~~reported. ~~acquired~~A ~~and~~critical ~~liabilities~~accounting ~~assumed~~estimate ~~and~~is ~~record~~an ~~any~~estimate ~~residual~~that: ~~purchase~~(i) ~~price~~is asmade ~~goodwill~~ in accordance with ~~ASC 805~~GAAP, ~~Business~~(ii) ~~Combinations.~~involved Wea ~~identify~~significant ~~and~~level ~~attribute~~of ~~fair~~estimation ~~values~~uncertainty and ~~estimated~~(iii) ~~lives~~has tohad ~~the~~or ~~intangible~~is ~~assets~~reasonably ~~acquired~~likely ~~and~~to ~~allocate~~have a material impact on the ~~total~~Company's ~~cost~~financial condition or results of anoperations. ~~acquisition~~The toCompany’s ~~the~~critical ~~underlying~~accounting ~~net~~estimates ~~assets~~and ~~based~~assumptions onaffecting ~~their~~the ~~respective~~financial ~~estimated~~statements relate to the fair ~~values~~value of assets acquired and liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates and asset lives. These determinations will affect the amount of depreciation and amortization expense recognized in future periods. Contingent consideration is initially recorded at its fair value at the acquisition date and is revalued every financial reporting date thereafter. Adjustments to contingent consideration liabilities after the completion of acquisition accounting are recorded in the consolidated statement of operations. We base our fair value estimates on assumptions we believe are reasonable but recognize that the assumptions are inherently uncertain.

IfThe ~~the~~Company ~~initial~~is ~~accounting~~required to test goodwill and indefinite lived intangible assets for ~~the~~impairment ~~business~~on ~~combination~~an ~~has~~annual ~~not~~basis, ~~been~~or ~~completed~~more often if indicators of potential impairment exist due to triggering events, by determining if the ~~end~~carrying value of the ~~reporting~~Company's ~~period~~goodwill inexceeds ~~which~~ the ~~business~~estimated ~~combination~~fair ~~occurs,~~value ~~provisional~~of ~~amounts~~said ~~are~~goodwill. ~~reported~~Finite-lived tointangible ~~present~~assets ~~information~~are amortized ~~about~~over ~~facts~~their useful lives and ~~circumstances~~tested ~~that~~for ~~existed~~impairment when asa oftriggering ~~the~~event ~~acquisition date~~occurs. ~~Once~~Indicators ~~the~~that ~~measurement~~could ~~period~~trigger ~~ends~~an interim impairment test include, ~~which~~but inare nonot ~~case~~limited ~~extends~~to, ~~beyond~~underperformance ~~one~~relative ~~year~~to ~~from~~projected ~~the~~future ~~acquisition~~operating ~~date~~results, ~~revisions~~significant tonegative ~~the~~industry ~~accounting~~or ~~for~~economic ~~the~~trends, ~~business~~an ~~combination~~adverse ~~are~~change ~~recorded~~ in ~~earnings~~regulatory environment, or pending adverse litigation.

~~All~~In ~~acquisition~~evaluating goodwill and indefinite-~~related~~lived ~~costs~~intangible assets for impairment, ~~other~~the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the ~~costs~~fair tovalue ~~issue~~of ~~debt~~the orCompany's ~~equity~~goodwill ~~securities~~is less than its carrying value as of the assessment date. If no events, facts, or circumstances are ~~accounted~~identified ~~for~~during asthe ~~expenses~~qualitative inassessment, the ~~period~~Company does not need to perform a quantitative impairment assessment. If the Company concludes that it is more likely than not that the fair value of the goodwill is less than its carrying value, then the Company will perform a quantitative impairment test by comparing the fair value of the goodwill and indefinite-lived intangible assets with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss shall be recognized in ~~which~~an ~~they~~amount ~~are~~equal ~~incurred~~to that excess. During the periods presented, the Company did not have any impairment charges.

~~Accounts~~In ~~Receivable~~evaluating ~~and~~finite-lived ~~Allowances~~intangible assets for ~~Credit~~impairment, ~~losses~~if impairment indicators (internal or external) suggest the asset’s carrying amount may not be recoverable, then the Company compares the asset’s carrying amount to the sum of its undiscounted future cash flows. If the carrying amount is less than the cash flows, no impairment is recognized. If the asset fails the recoverability test, the Company records impairment equal to the difference between the carrying amount and fair value

~~Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest.~~ 38

The allowance for credit losses is based on the probability of future collection under the current expect credited loss impairment model under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Assets. Under the CECL impairment model, we determine the allowance by applying a loss-rate method based on an aging schedule using our historical loss rate. We also consider reasonable and supportable current information in determining its estimated loss rates, such as macroeconomic trends or other factors including customers’ credit risk and historical loss experience. There is significant judgment applied in estimating the allowance for credit losses. These assumptions and estimates are susceptible to significant changes based on the current environment.

The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred.

Discontinued Operations

We record discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in our operations, as defined in ASC 205-20, Discontinued Operations.

Contingent Liability

We have been, and may in the future be, involved in legal proceedings which are subject to significant uncertainty. We record an estimated loss for a contingency in our condensed consolidated financial statements for these matters as a charge to income when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates each accounting period as additional information becomes known and adjusts the loss provision when appropriate. In determining whether a loss should be recorded or adjusted, management evaluates several factors, including advice from outside legal counsel, in order to estimate the likelihood of an unfavorable outcome and to make a reasonable estimate of the amount of loss or range of reasonably possible loss. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the condensed consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, we disclose the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). Changes in these factors could have a material impact on our financial position, results of operations and operating cash flows for any particular quarter or year. We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 2 and Note 12 of our condensed consolidated financial statements for further information.

Fair Value Measurements

ASC 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

Certain of our assets and liabilities are required to be recorded at fair value either on a recurring or nonrecurring basis and are presented with Level 3 of the fair value hierarchy, such as Term Loan Advances, dissenting shareholders’ liability and contingent liability. Our non-financial assets such as property, plant, and equipment are recorded at cost. Fair value adjustments are made to these non-financial assets, on a nonrecurring basis, during the period an impairment charge is recognized, as applicable.

Certain of our financial instruments are carried at fair value and are presented within Level 1 of the fair value hierarchy, such as money market funds included within cash and cash equivalents on the condensed consolidated balance sheet. In addition, the carrying amounts reflected in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable, materials and supplies, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value due to their short-term nature. Refer to Note 2 for additional information.

Revenue Recognition

In accordance with ASC 606, Revenue Recognition, we recognize revenue from contracts with customers using the five-step model:

identify the customer contract;

identify performance obligations that are distinct;

determine the transaction price;

allocate the transaction price to the distinct performance obligations; and

recognize revenue as the performance obligations are satisfied.

We generate revenues primarily from our wireless internet services, fiber internet services, and other services.

Identify the customer contract

A customer contract is generally identified when there is approval and commitment from both us and our customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability is probable. Specifically, we obtain written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.

Identify performance obligations that are distinct

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Determine the transaction price

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.

Allocate the transaction price to distinct performance obligations

The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. Our contracts may contain multiple performance obligations, for which we account for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price we would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers.

Recognize revenue as the performance obligations are satisfied

Customers are billed in advance for services to be provided in the upcoming month. Once billed, payment from customers is due 30 days from the invoice date. Our agreements with our customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.

Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

We fulfill obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. There are no contract assets related to performance under the contract. We are contractually entitled to invoice in advance for services to be provided in the future. Accordingly, accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. We recognize deferred revenue when consideration has been billed or received in advance of our satisfaction of our performance obligation(s).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective at a reasonable level of assurance as of ~~December~~June 3130, ~~2024~~2025, ~~because~~due ofto athe following material ~~weakness~~weaknesses: 1.) material weaknesses in our internal control over financial reporting relating to non-routine transactions which lead to the correction of errors with respect to the (a) application of complex technical accounting standards related to the presentation and measurement of certain equity and liability instruments from the re-domestication ~~and~~of the Company, (b) initial and subsequent measurement of redeemable noncontrolling interest, certain acquired assets and deferred tax liabilities assumed in the acquisition of a controlling interest in Amplex and the consolidation of smaller leasing entities for which a variable interest did not exist, and (c) post-business combination accounting for depreciation of assets recorded at fair value; 2.) a deficiency in internal control over financial reporting with respect to management’s review of earnings-per-share calculations; 3.) limited formal internal assessment documentation retained over the Company's evaluation of the financial reporting process; 4.) inadequate segregation of duties and lack of documented review of journal entries and monthly close process at the Amplex subsidiary; 5.) Amplex’s Chief Executive Officer having the ability to prepare and post journal entries without independent review or approval; and 6.) limited formally documented IT policies and procedures governing system access, change management, or data security for Amplex’s general ledger application. Additionally, there is no formal process for conducting periodic user access reviews at Amplex.

Remediation Plans for Material Weaknesses

During the first fiscal quarter of fiscal 2026, the Company began executing its remediation plan to address the material weaknesses identified above, which includes:

The implementation of new controls focused on financial reporting matters related to non-routine transactions. No such transactions occurred during the first quarter of fiscal 2026.

The implementation of control steps which would ensure accurate input information is used in the calculation of earnings-per-share, and that sufficient levels of review occur prior to finalizing calculations for earnings-per-share.

The implementation of new controls relating to the formal internal assessment and related documentation of the Company's evaluation of the financial reporting process.

The implementation of new controls relating to the review of journal entries occurring within the Amplex general ledger system, including review by corporate financial reporting personnel prior to approval.

The implementation of system configuration changes limiting the access of Amplex's Chief Executive Officer as it pertains to the ability to prepare and post journal entries.

Ensuring that Amplex's general ledger application and other relevant IT systems are included within the scope of our existing IT policies and procedures governing system access, change management, data security. and user access reviews.

Each weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Company expects to complete the remediation of the above material weaknesses during fiscal 2026.

The Company's management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

While the Company believes that its efforts for remediation, once implemented, will improve the effectiveness of its internal control over financial reporting, these remediation efforts have been ongoing and will require more time to operate for management to be able to conclude that the design is effective to remediate the material ~~weakness~~weaknesses identified. The Company may conclude that additional measures will be necessary to remediate the material ~~weakness~~weaknesses in its internal control over financial reporting, which may necessitate additional evaluation and implementation time.

Changes in Internal Control Over Financial Reporting

In connection with the weaknesses noted above management is in the process of establishing and is refining its internal procedures and controls to ensure the accounting around future complex transactions are thoroughly reviewed with external consultants specializing in the specific transactions identified.

OnOther ~~June~~than ~~15, 2024,~~ the ~~Company~~remediation ~~completed~~efforts ~~the acquisition of Amplex (Refer to Note 3 – Business Combination in our unaudited condensed consolidated financial statements~~ for ~~further~~material ~~information~~weaknesses ondescribed ~~the~~above, ~~Amplex~~during ~~acquisition). In accordance with~~ the ~~general~~most ~~guidance~~recent ~~issued~~fiscal ~~by the staff of the SEC~~quarter, ~~Amplex~~there ~~will~~has bebeen ~~excluded~~no ~~from~~changes in the ~~scope of management’~~Company's ~~report on~~ internal control over financial reporting, ~~for~~as ~~the~~defined ~~year~~in ~~ending~~Rules ~~March~~13a-15(f) ~~31,~~and ~~2025.~~15d-15(f) Asunder ~~part~~the ofExchange ~~the~~Act, ~~ongoing~~that ~~integration~~have ofmaterially ~~Amplex,~~affected weor are inreasonably ~~the~~likely ~~process~~to ofmaterially ~~incorporating~~affect the ~~controls~~Company’s ~~and~~internal ~~related~~control ~~procedures.~~over financial reporting.

In connection with the acquisition, we have performed additional analyses and other procedures to enable management to conclude that our condensed consolidated financial statements included in this report fairly, in all material respects, our financial condition and results of operations as of and for the three and nine months ended December 31, 2024.40

Other than as described above, during the most recent fiscal quarter, there has been no change in the Company's internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. ~~Legal~~LEGAL ~~Proceedings~~PROCEEDINGS

See the disclosure in Note 910 - Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

ITEM 1A. ~~Risk~~RISK ~~Factors~~FACTORS

InThere ~~addition~~have tobeen ~~the~~no ~~Risk~~material ~~Factor~~changes ~~below~~from ~~and~~risk ~~the~~factors ~~other~~previously ~~information~~disclosed ~~set~~in ~~forth~~the inCompany’s ~~this~~most ~~Quarterly~~recent Annual Report on Form 10-Q,K. ~~especially~~See in the ~~section~~discussions ~~entitled~~of ~~“PART~~the ~~I – Item 2. Management~~Company’s ~~Discussion~~risk ~~and Analysis of Financial Condition and Results of Operations – Forward Looking Statements,” you should carefully consider the~~ factors ~~discussed~~under in Part I, “Item 1A. ~~Risk Factors”~~ in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, ~~2024, which could materially affect our business, financial condition or future results of operations~~2025. The risks described in the Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

~~Weak~~ITEM ~~economic~~2. ~~conditions~~UNREGISTERED ~~may~~SALES ~~have~~OF aEQUITY ~~negative~~SECURITIES ~~impact~~AND onUSE ~~Amplex.~~OF PROCEEDS

Weak economic conditions may have a negative impact on Amplex. A substantial portion of the Amplex revenue comes from customers whose spending patterns may be affected by prevailing economic conditions. Weak economic conditions in the United States affect demand for Amplex products and services and have a negative impact on results of operations. For example, weak economic conditions will likely impact Amplex customers’ discretionary spending and as a result, they may reduce the level of services to which they subscribe or may discontinue subscribing to one or more of the Amplex services altogether. This risk may be increased by the expanded availability of free or lower cost competitive services, such as certain streaming services, or substitute services for broadband and voice services, such as wireless and public Wi-Fi networks.

Amplex is subject to various federal, state and local laws and regulations.

Amplex is subject to various federal, state and local laws and regulations. In particular, the Communications Act of 1934, as amended (the “Communications Act”) and Federal Communications Commission (“FCC”) regulations and policies affect significant aspects of Amplex. Federal agencies are considering adopting new regulations for communications services, including broadband. States and localities are also increasingly proposing new regulations impacting communications services, including broader regulation of broadband networks. Any of these regulations could significantly affect the business, legal and compliance costs of Amplex. In addition, United States regulators and courts could adopt new interpretations of existing competition or antitrust laws or enact new competition or antitrust laws or regulatory tools that could negatively impact Amplex. Any future legislative, judicial, regulatory or administrative actions may adversely impact the Amplex business by increasing Amplex costs, increasing competition, or imposing additional restrictions on Amplex, some of which may be significant and/or limiting the ability of Amplex to offer services in a manner that would maximize its revenue potential.

Legislative and regulatory changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how Amplex manages its Internet access services and networks; the adoption of new customer service or service quality requirements for Amplex Internet access services; the adoption of new privacy restrictions on the collection, use and disclosure of certain customer information by Amplex; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for Amplex; new restraints on the discretion of Amplex over programming decisions; new restrictions on the rates Amplex charges to consumers for one or more of the services or equipment options offered by Amplex; and increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of Amplex facilities.

The broadband services of Amplex are subject to a number of regulations and commitments. The FCC frequently considers imposing new broadband-related regulations. States and localities also periodically consider new broadband-related regulations, including those regarding broadband affordability. New broadband regulations, if adopted, may have adverse effects on Amplex. Amplex may also become subject to additional broadband-related commitments as a condition of receiving federal or state broadband funding. The Company is unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on Amplex.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. ~~Defaults~~DEFAULTS ~~Upon~~UPON ~~Senior~~SENIOR ~~Securities~~SECURITIES

None.

ITEM 4. ~~Mine~~MINE ~~Safety~~SAFETY ~~Disclosures~~DISCLOSURES

Not applicable.

ITEM 5. ~~Other~~OTHER ~~Information~~INFORMATION

~~During the quarter ended December 31, 2024, no Section 16 officer or director as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the "Exchange Act)~~None.

5141

ITEM 6. ~~Exhibits~~EXHIBITS

ExhibitNo.		Description
31.1		Certificate of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
3.1		Certificate of Corporate Domestication of Nicholas Financial, Inc., which is incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated April 18, 2024, as filed with the SEC on April 24, 2024.
31.2		Certificate of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
3.2		Certificate of Incorporation of Nicholas Financial, Inc., which is incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, dated April 18, 2024, as filed with the SEC on April 24, 2024.
32.11		Certificate of the Principal Executive Officer Pursuant to 18 U.S.C. § 1350
3.3		Certificate of Amendment of Certificate of Incorporation of Nicholas Financial, Inc., which is incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated September 27, 2024, as filed with the SEC on September 27, 2024.
32.21		Certificate of the Principal Financial Officer Pursuant to 18 U.S.C. § 1350
3.4		Bylaws of Nicholas Financial, Inc., which is incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, dated April 18, 2024, as filed with the SEC on April 24, 2024.
4.1		Form of Common Stock Certificate, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC on July 1, 2024.
4.2		Description of the Registrant’s Securities, which is incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC on July 1, 2024.
10.1+		First Amendment to Lease Agreement by and between Red Bug, LLC and Amplex Electric, Inc., dated May 1, 2025, which is incorporated herein by reference to Exhibit 10.4 to the Company's Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended March 31, 2025, as filed with the SEC on July 21, 2025.
10.2+		First Amendment to Lease Agreement by and between Red Bug, LLC and Amplex Electric, Inc., dated May 1, 2025, which is incorporated herein by reference to Exhibit 10.6 to the Company's Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended March 31, 2025, as filed with the SEC on July 21, 2025.
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.11		Certification of the Chief Principal Executive Officer Pursuant to 18 U.S.C. § 1350
32.21		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
1 This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it.

5242


104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1 This certification is furnished with the Quarterly Report on Form 10-Q and is not filed as part of it.
+ Represents a management contract or compensatory plan, contract, or arrangement in which a director or named executive officer of the Company participated.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date
/s/ Jeffrey Royal	Chief Executive Officer (Principal Executive Officer)	~~February~~August 14, 2025
Jeffrey Royal
/s/ Charlie Krebs	Chief Financial Officer (Principal Financial and Accounting Officer)	February 14, 2025
/s/ Charles Krebs	Chief Financial Officer (Principal Financial and Accounting Officer)	August 14, 2025
Charlie Krebs
Charles Krebs

5344

Filing Compare · OLD MARKET CAPITAL Corp