For comparative purposes, for the year ended December 31, 2024, the Company reported a net loss of $(18,153,285) or $(0.28) per common share with weighted average common shares of 64,413,784 issued and outstanding during 2024. All outstanding warrants expired during 2024, and accordingly the net loss was also $(0.28) per diluted common share based on 64,413,784 common shares outstanding on a fully diluted basis. Interest expense on preferred equity during 2023 was $14,457,898, credit loss expense was $8,952,270, interest on line of credit was $8,717,228, salaries and related payroll expenses were $7,597,857 and general and administrative expenses were $4,003,317.
Liquidity
As of December 31, 2025, the Company had unrestricted cash of $3,402,874, as compared to $2,688,388 of unrestricted cash as of December 31, 2024. The Company's primary sources of cash flow consisted of interest and other income earned on equipment finance contracts held by its principal business, Centra Funding, LLC ("Centra").
As described below, the Company was unable to begin redeeming its Senior Non-Convertible Preferred Stock, the initial installment of which was required to be paid in June 2020, and this obligation was deferred for a period of one year. Since June 2021, this obligation has been deferred in increments, most recently to June 30, 2027, in the sole discretion of Colborne (as defined below), the sole holder of the Company's preferred stock. As noted below, as of December 31, 2025, the liquidation preference of the Senior Non-Convertible Preferred Stock had reached approximately $145 million, and this amount continues to accrete additional dividends while it remains outstanding.
The Company remains unable to redeem the Senior Non-Convertible Preferred Stock as required, is unlikely to become able to do so for the foreseeable future and may never be able to do so. If the Company is unsuccessful in negotiating continued forbearance or a restructuring of these obligations, Colborne may, at its election, require that all outstanding shares of Colborne Preferred Stock (as defined below) be redeemed, including those which are not currently scheduled to be redeemed, or otherwise pursue remedies against the Company.
If Colborne were to pursue remedies, the Company could be required to take drastic measures, including the liquidation and winding down of its operations, and it is unclear how much, if any, value would be allocated to the Company's common stock as a result. There can be no assurance that Colborne will continue to forbear or agree to a restructuring of these obligations that would provide significant value to common stockholders, and, consequently, an investment in the Company's common stock is highly risky and speculative.
Colborne Investment Update
Since its first investment in 2015, Colborne Brighton, LLC ("Colborne"), an entity formerly controlled by Tiptree Advisors and currently managed by the Company's Chairman and Chief Executive Officer, has funded a total of $50,000,000 in capital, fulfilling its $50,000,000 commitment in the form of a $20,000,000 investment in the Company's Senior Non-Convertible Preferred Stock and a $30,000,000 investment in the Company's Senior Perpetual Preferred Stock (together the "Colborne Preferred Stock"). During 2021, the outstanding Senior Perpetual Preferred Stock was converted automatically to Senior Non-Convertible Preferred Stock pursuant to its terms as described more fully in the Company's April 2016 press release.
As of December 31, 2025, Colborne owned a total of 34,225,568 shares of common stock of the Company, obtained through (i) the issuance by the Company of common shares to Colborne related to the Colborne Preferred Stock and (ii) unrelated open-market third-party purchases by Colborne approved by the Company, representing in total approximately 53.1% of the Company's issued and outstanding common stock.
As of December 31, 2025, Colborne remained entitled to require the issuance of another 27,622,907 common shares in connection with its remaining Senior Perpetual Preferred Stock. On a pro forma basis, assuming the full amount of common stock associated with the Colborne Preferred Stock is issued to Colborne, the Company's outstanding fully diluted shares of common stock would increase from the current fully diluted amount of 64,413,784 to 92,036,691, and Colborne would own approximately 67% of the Company's issued and outstanding common stock.
The Company was required to begin redeeming the outstanding shares of Senior Non-Convertible Preferred Stock through cash payments to be made by the Company in equal quarterly installments over a two-year period beginning in June 2020. In June 2020, the Company informed Colborne that it did not have sufficient legally available funds to complete these redemptions and offered to discuss the remedies available to Colborne or other mutually acceptable options. In response, Colborne offered to toll the mandatory redemption for one year while reserving all the rights and remedies available to it, and to work with the Company on mutually acceptable alternatives. In June 2021, this obligation was deferred for an additional six months, was subsequently deferred in increments through June 30, 2027 and may be deferred further in the sole discretion of Colborne.
Important Reminder Regarding Transfer and Ownership Restrictions
Current and potential investors in the Company's common stock are reminded that the Company's Articles of Incorporation and Bylaws, each as amended and/or restated from time to time (collectively, the "Charter"), restrict beneficial ownership and constructive ownership and transfer of the Company's common stock for the purpose, among others, of the Company's maintenance of its ability to utilize the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any "net unrealized built-in loss" within the meaning of section 382 of the Internal Revenue Code, of the Company or any direct or indirect subsidiary thereof ("tax benefits").
Among other restrictions, the Charter provides that no person may beneficially own or constructively own shares of the Company's common stock in excess of 4.9 percent (by value or by number of shares, whichever is more restrictive) of the outstanding shares of common stock of the Company or such other percentage determined by the board of directors unless such person is an excepted holder (in which case the excepted holder limit for such excepted holder shall be applicable). As of the date hereof, this limitation is 3,156,275 shares.
Any person who beneficially owns or constructively owns or attempts to beneficially own or constructively own shares of common stock which causes or will cause a person to beneficially own or constructively own shares of common stock in excess or in violation of the above limitation must immediately notify the Company, or in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such transfer on the Company's ability to utilize its tax benefits.
If the restrictions on transfer or ownership are violated, the shares of common stock in excess or in violation of the above limitation (or any of the other ownership and transfer limitations set out in the Charter) will be automatically transferred to a trustee of a trust for the benefit of one or more charitable beneficiaries effective as of the close of business on the business day prior to the date of such transfer (or other event). In addition, the Company may redeem shares upon the terms and conditions specified by the board of directors in its sole discretion, refuse to give effect to such transfer on the books of the Company or institute proceedings to enjoin such transfer or other event if the board of directors determines that ownership or a transfer or other event may violate the restrictions described above. Furthermore, if the ownership restrictions above would be violated, or upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab initio.
As noted, from time to time the Company has made or approved privately negotiated purchases of its common stock. Shareholders wishing to sell common stock are encouraged to contact the Company.
Financial Reporting
Included in this press release are the audited consolidated balance sheets, statements of operations, and statements of cash flows of CV Holdings, Inc. and its subsidiary entities as of and for the years ended December 31, 2025 and December 31, 2024.
Update on the Business
Consolidated Update
During 2025, Centra, the Company's equipment finance business, returned to profitability, driven principally by a substantial reduction in credit loss expense. As of December 31, 2025, the Company had investments in approximately $139,000,000 of wholly owned equipment finance contracts originated by Centra. This compares with approximately $147,000,000 of wholly owned equipment finance contracts as of December 31, 2024.
As shown in the following table, the Company's income from operations increased by 51.9% to $7,773,985 driven by a $1,055,514 increase in revenues and a $1,601,162 decrease in operating expenses (the latter due principally to decreased allowance for credit losses at Centra). This increase in operating income was augmented by a decrease in Centra's interest expense in 2025 due principally to reductions in its average debt balance and the average applicable interest rate (including the benefit of interest rate hedges). Excluding the pay-in-kind dividends on the Colborne Preferred Stock, the Company had EBITDA of $5,376 in the year ended December 31, 2025 compared to $(3,599,918) in the year ended December 31, 2024.
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Income from operations
$
7,773,985
$
5,117,310
Interest on line of credit
$
(7,768,609
)
$
(8,717,228
)
Net loss
$
(16,241,821
)
$
(18,153,285
)
Interest expense on preferred equity
16,166,901
14,457,898
Taxes
80,296
95,469
EBITDA
5,376
(3,599,918
)
During 2025, litigation continued in respect of the foreclosure and sale at auction in 2024 of the two properties that had collateralized the sole remaining portfolio loan of CVCF, the Company's commercial real estate joint venture. As disclosed previously, in 2024 the Company wrote off the remaining value of its investment in CVCF. The Company has completed the liquidation of its other businesses.
The performance of loans originated by Centra in 2023, 2024 and 2025 has generally improved with each successive semiannual cohort, currently appears to Centra's management to be materially better in aggregate than that of the loans originated in 2021 and 2022, and the performance of the most recent cohorts appears thus far to be broadly consistent in aggregate with the performance of loans originated by Centra prior to 2020. However, the continued growth of the amount owed on the Colborne Preferred Stock, which is senior to the Company's common shares, has created a dilutive effect to common stockholders. As noted above, additional dilution is likely if Colborne ceases to forbear and this leads to a restructuring of the Company.
The Company's primary deferred tax asset is the net operating losses ("NOL"s), consisting of approximately $502 million and $299 million for federal and state purposes, respectively, through December 31, 2025. The federal NOLs were generated primarily from 2008 through 2012, and the state NOLs were generated primarily in California, Connecticut and Massachusetts.
Centra Funding, LLC
On November 28, 2016, the Company, through a newly-formed subsidiary, Centra Funding, LLC closed its acquisition of Centra Leasing, Inc., as more fully described in the Company's November 28, 2016 press release. Centra's business is focused on commercial "small ticket" equipment finance contracts. Originations utilize a vendor-based model, employing direct vendor- and broker-focused sales staff. Centra's business is nationwide and spans many industries, with finance contracts averaging approximately $40,000 at origination.
For the year ended December 31, 2025, Centra posted net income of $1,976,237, driven by several factors: (i) an approximate $548 thousand increase in interest income; (ii) a year-over-year reduction of approximately $1.6 million in credit loss expense as a result of the tapering off of increased reserving for loans originated during 2021 and 2022, as well as lower initial reserving due to decreased originations in 2025; (iii) approximately $949 thousand in reduced interest expense as a result of lower loan balances, efficacy of hedges and lower amortization of financing costs; and (iv) higher syndication income.
The Company believes that the additional reserving for loans originated during 2021 and 2022 is substantially completed. As noted above, the performance of loans originated by Centra in 2023, 2024 and 2025 has generally improved with each successive semiannual cohort, currently appears to Centra's management to be materially better in aggregate than that of the loans originated in 2021 and 2022, and the performance of the most recent cohorts appears thus far to be broadly consistent in aggregate with the performance of loans originated by Centra prior to 2020. No assurance can be given, however, as to the ultimate performance of Centra's portfolio.
Centra made further improvements to its servicing capabilities during 2025. In June 2025, Centra established a Vermont-based captive subsidiary for its force-placed insurance activities and anticipates that this will increase the profitability of these activities. Throughout 2025, Centra continued to invest in enhancements to its technological platforms designed to improve the customer experience and provide greater operating efficiency.
As of December 31, 2025, Centra had $115,175,515 of borrowings and was in compliance with all covenants of its debt facility agented by an affiliate of Wells Fargo Bank. On April 29, 2026, the Company prepaid and terminated this facility and entered into a Loan and Security Agreement with Capital One, National Association, as agent. The new agreement, structured as a non-recourse, bankruptcy-remote senior revolving credit facility, has a maximum revolver amount of $175,000,000 which the Company may request be increased to $250,000,000, bears interest at a per annum rate of Term SOFR plus 2.00% and matures on April 29, 2029.
Other Businesses
During 2024, the two properties ...
