10-Q: Castellum Reports Q3 Profit, Revenue Growth Amid Debt Reduction

Sentiment:

Quarterly Report


Castellum, Inc. reported a net income of $388,582 for the third quarter of 2025, a significant turnaround from a loss in the prior year, driven by increased revenue and reduced operating expenses.

Delay expectedA federal government shutdown began on October 1, 2025, leading to temporary delays in certain government activities and contracting processes.A prolonged government shutdown (beyond December 1, 2025) is expected to have a negative impact on business, financial condition, and operating results.Delays in the completion of USG's budget processes for FY 2026 could delay procurement of products, services, and solutions.The inability of the government to make timely awards on contracts for which the Company has submitted proposals could affect the rate of revenue growth.
Capital raiseOn January 10, 2025, the Company filed a universal shelf registration on Form S-3, declared effective on January 24, 2025, allowing it to offer and sell up to $100,000,000 of equity and debt securities.On March 19, 2025, the Company closed a public offering of 4,500,000 units (common stock + warrants) at $1.00 per unit, generating approximately $4.5 million in gross proceeds.As of September 30, 2025, 1,755,543 March 2025 Warrants were exercised at $1.08 per share, yielding $1.90 million in gross proceeds.On June 13, 2025, the Company closed a public offering of 4,166,667 units (common stock + warrants) at $1.20 per unit, generating approximately $5.0 million in gross proceeds.As of September 30, 2025, 3,673,666 June 2025 Warrants were exercised at $1.22 per share, yielding $4.48 million in gross proceeds.In February 2025, 2,000,000 Regular Warrants were exercised, resulting in $700,000 in proceeds.An investor exercised 1,080,717 warrants on February 12, 2025, for proceeds of $1.
Better than expectedAchieved net income of $388,582 for Q3 2025, a significant improvement from a net loss of $(1,309,911) in Q3 2024.Revenue increased by 26% in Q3 2025 and 17% in 9M 2025, indicating strong growth.Operating expenses decreased by 20% in Q3 2025 and 16% in 9M 2025, reflecting effective cost management.Net loss for 9M 2025 significantly reduced to $(1,157,376) from $(7,328,010) in 9M 2024, showing substantial progress towards profitability.Successfully reduced debt by fully repaying a revolving credit facility and a significant note payable, improving the company's financial health.

Summary

  • Achieved net income of $388,582 for the three months ended September 30, 2025, a substantial improvement from a net loss of $(1,309,911) in the same period last year.
  • Total revenue increased by 26% to $14,619,687 for Q3 2025 and by 17% to $40,308,142 for the nine months ended September 30, 2025, compared to the respective prior-year periods.
  • Operating expenses decreased by 20% to $5,045,288 in Q3 2025 and by 16% to $16,529,880 in 9M 2025, primarily due to reduced healthcare expenses and non-cash stock-based compensation.
  • Net loss for the nine months ended September 30, 2025, significantly narrowed to $(1,157,376) from $(7,328,010) in the prior year.
  • Cash on hand increased to $17,818,338 as of September 30, 2025, up from $12,005,048 at December 31, 2024.
  • Total scheduled backlog stands at $220,659,019 as of September 30, 2025, with approximately 21% expected to be recognized in the next 12 months and 62% over the next 24 months.
  • Successfully reduced debt by making a $2,000,000 principal payment on the 2024 Eisiminger Note, fully repaying the Buckhout February 2024 Note, and fully repaying and closing the $1,999,944 revolving credit facility.
  • GTMR, a subsidiary, was awarded a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services in support of the Naval Air Systems Command (NAVAIR) Program Office 290 (PMA-290).

Sentiment

Score: 7

Explanation: The company achieved net income in Q3 2025, a significant improvement from a loss in the prior year, driven by strong revenue growth and effective cost management. Substantial debt reduction and a healthy cash balance are positive. However, the company still reported a net loss for the nine-month period, faces significant customer concentration, and is exposed to risks from government spending uncertainties and the ongoing federal shutdown.

Positives

  • Achieved net income of $388,582 for Q3 2025, a significant turnaround from a net loss of $(1,309,911) in Q3 2024.
  • Revenue increased by 26% in Q3 2025 to $14,619,687 and by 17% in 9M 2025 to $40,308,142, demonstrating strong top-line growth.
  • Operating expenses decreased by 20% in Q3 2025 and 16% in 9M 2025, driven by cost-management strategies in healthcare and reduced non-cash stock-based compensation.
  • Net loss for the nine months ended September 30, 2025, significantly improved to $(1,157,376) from $(7,328,010) in the prior year.
  • Substantial debt reduction, including a $2,000,000 principal payment on the 2024 Eisiminger Note, full repayment of the Buckhout February 2024 Note, and full repayment and closure of the $1,999,944 revolving credit facility.
  • Cash balance increased to $17,818,338 as of September 30, 2025, enhancing liquidity.
  • Secured a significant $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services with NAVAIR PMA-290 through its subsidiary GTMR.
  • Total scheduled backlog reached $220,659,019, providing a strong foundation for future revenue recognition.

Negatives

  • Despite the Q3 profit, the company still reported a net loss of $(1,157,376) for the nine months ended September 30, 2025.
  • Income tax expense increased to $(106,717) in Q3 2025 from a benefit of $257,480 in Q3 2024, and to $(105,220) in 9M 2025 from a benefit of $3,090 in 9M 2024.
  • Net cash used in operating activities was $(1,286,698) for 9M 2025, a decrease from $1,514,537 provided by operating activities in 9M 2024, primarily due to an increase in accounts receivable.
  • The company maintains a full valuation allowance against its deferred tax assets, indicating uncertainty about their future realization.
  • Customer concentration risk remains high, with three U.S. government customers representing 72% of revenue for 9M 2025 and 72% of total accounts receivable as of September 30, 2025.

Risks

  • Overall levels of government spending on defense and IT services, including significant delays or reductions in appropriations, prolonged continuing resolutions, government shutdowns, or breach of the debt ceiling.
  • Potential imposition of sequestration in the absence of an approved budget or continuing resolution.
  • Changes in political, economic, or regulatory conditions, specifically the potential impact of the U.S. DOGE Service Temporary Organization on government spending and terminating contracts for convenience.
  • Potential future net income losses and uncertainty regarding the growth trajectory.
  • Ability to retain and attract senior management and other employees with suitable experience leading a public company.
  • Ability to attract, retain, and develop highly qualified personnel who possess the necessary security clearances.
  • Ability to raise additional capital on acceptable terms and to service ongoing debt obligations.
  • Ongoing relationships with government entities, agencies, and teaming partners.
  • Ability to win new contracts amidst increased levels of competition in the contract bidding process.
  • Delays due to the appropriation process, changes in the procurement process, and audits or cost adjustments to contracts.
  • Inability to receive full amounts authorized, or ongoing lack of funding, for contracts in backlog.
  • Potential systems failures, security breaches, or the inability of company employees to obtain required clearances.
  • Ability to successfully execute additional acquisitions and integrate those operations into ongoing businesses.
  • The effect of ongoing financing efforts and volatility of common stock share price.
  • Budget deficits and the growing U.S. national debt increasing pressure on the USG to reduce federal spending.
  • Cost-cutting and efficiency initiatives, current and future budget restrictions, and automatic spending cuts could cause clients to reduce or delay funding for services.
  • Government customers' consolidation of smaller contract vehicles into larger ones could result in a lack of opportunity to re-compete for existing business.
  • Delays in the completion of USG's budget processes for FY 2026 could delay procurement of products, services, and solutions.
  • Changes in the relative mix of overall USG spending, with lower spending on homeland security, intelligence, and defense-related programs, and continued increased spending on cybersecurity, C4ISR, advanced analytics, technology integration, and healthcare.
  • Consolidation of acquisition authority in areas directly related to the core business could limit access to new business.
  • Increased inflationary pressure that could impact the cost of doing business and/or reduce customer buying power, potentially leading to lower gross profit margins or difficulty maintaining staff.
  • Risks related to a possible recession and volatility or instability of the global financial system, including bank failures.
  • Legislative and regulatory changes, or shifts in regulatory priorities, including limitations on allowable executive compensation.
  • Efforts by the USG to address organizational conflicts of interest.
  • Increased audit, review, and general scrutiny by USG agencies of government contractors' performance.
  • The inability of the government to make timely awards on contracts for which the company has submitted proposals could affect the rate of revenue growth.
  • USG agencies awarding contracts on a technically acceptable/lowest cost basis, which could negatively impact the ability to win certain contracts.
  • Increased competition from other government contractors and market entrants, and an industry trend towards consolidation.
  • Impact of pre-requisite certifications such as cyber maturity model certification, capability maturity model integration, and international organization for standards on certain contract opportunities.
  • Restrictions by the USG on the ability of federal agencies to use lead system integrators.
  • Increasingly complex requirements and enforcement and reporting landscapes of the Department of Defense.
  • No guarantee that the customer will have future funding or exercise their contract option in the out-years for backlog.
  • A prolonged government shutdown (i.e., beyond December 1, 2025) is expected to have a negative impact on business, financial condition, and operating results.

Future Outlook

The company expects to recognize approximately 21.0% of its remaining performance obligations from backlog over the next 12 months and approximately 62.0% over the next 24 months. It anticipates continued impact on customer budgets, spending, and priorities due to geopolitical events, macroeconomic conditions, national debt, and domestic priorities. A prolonged government shutdown beyond December 1, 2025, is expected to negatively impact business, financial condition, and operating results. The company is evaluating the impact of new accounting standards ASU 2023-09 (effective FY 2025) and ASU 2024-03 (effective FY 2027) on its financial statement disclosures, but does not expect a material impact on financial position, results of operations, and/or cash flows from ASU 2024-03.

Management Comments

  • We are focused on building a large, successful technology company in the areas of IT, electronic warfare, information warfare, and cybersecurity with businesses in the governmental and commercial markets.
  • In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of technology companies in the areas of cybersecurity, information technology (IT), electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients.
  • Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.
  • While the Company did not experience a material impact on operations or liquidity as of the filing date, management continues to monitor the situation and assess potential effects should the shutdown be prolonged.
  • We cannot predict with any certainty the portion of our backlog that we expect to recognize as revenue in any future period and we cannot guarantee that we will recognize any revenue from our backlog.
  • We expect to recognize revenue from a substantial portion of funded backlog within the next 24 months. However, given the uncertainties discussed above, we can give no assurance that we will be able to convert our backlog into revenue in any particular period, if at all.

Industry Context

Castellum operates in the U.S. government services industry, specializing in cybersecurity, IT, electronic warfare, and information operations. This sector is heavily influenced by U.S. government spending, budget deficits, national debt, and geopolitical developments. Current trends include pressure to reduce federal spending, cost-cutting initiatives, and consolidation of contract vehicles, which can create both challenges and opportunities. The company's focus areas align with increased government spending on cybersecurity, C4ISR, advanced analytics, and technology integration. However, the industry faces significant risks from government shutdowns, continuing resolutions, and intense competition, which can impact contract funding and timing.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Employee Stock Purchase PlanFiled a registration statement on Form S-8 to register 3,000,000 shares for the Castellum, Inc. 2025 Employee Stock Purchase Plan.September 17, 2025Enhances employee ownership and aligns employee incentives with company performance.
Stock Incentive Plan AmendmentFiled a registration statement on Form S-8 to register 9,000,000 shares for the Castellum, Inc. Second Amended 2021 Stock Incentive Plan, following Board approval on March 11, 2025, and shareholder approval on May 28, 2025.September 17, 2025Increases the pool of shares available for stock-based compensation, aiding in talent attraction and retention, but may lead to further dilution.
Director Compensation AdjustmentThe Board agreed to a cash payment totaling $146,700 for restricted shares previously obligated to directors, which was paid out on June 17, 2025, reducing the obligation to issue shares to zero.June 11, 2025Settles a previous share obligation with cash, avoiding further share dilution for director compensation.

Legal Proceedings

  • The company and its subsidiaries are subject to threatened litigation and other legal actions in the ordinary course of business, including employee-related matters, inquiries, and administrative proceedings.
  • Neither the company nor any of its subsidiaries is a party to any legal proceeding that is believed to be uncovered by insurance or otherwise material to the company as a whole.

Related Party Transactions

  • A note payable with a related party has a balance of $400,000 as of September 30, 2025.
  • The maturity date of the related party note was extended to March 1, 2026, with $50,000 monthly amortization payments commencing in March 2026.

Stakeholder Impact

  • Shareholders: Positive impact from Q3 net income, revenue growth, and debt reduction. Potential for dilution from past and future equity raises (shelf registration and stock incentive plans).
  • Employees: Benefit from cost-management strategies in employee benefit programs and potential participation in the 2025 Employee Stock Purchase Plan and Second Amended 2021 Stock Incentive Plan. Risk of difficulty maintaining staff at current salaries due to inflation and potential job insecurity or delays due to government shutdowns.
  • Customers (U.S. Government): Continued provision of services in key national security areas. Risk of reduced or delayed funding, contract modifications, or cancellations due to budget constraints, political environment, or government shutdowns.
  • Creditors: Positive impact from significant debt reduction and improved liquidity, enhancing the company's ability to meet its obligations.
  • Suppliers/Subcontractors: Potential risk of delayed payments or contract modifications due to government funding issues or shutdowns.

Next Steps

  • Monitor the impact of the federal government shutdown, especially if prolonged beyond December 1, 2025.
  • Evaluate the impact of ASU 2023-09 on financial statement disclosures for the fiscal year ending December 31, 2025.
  • Continue to execute strategic acquisitions in cybersecurity, IT, electronic warfare, information warfare, and information operations.
  • Recognize remaining performance obligations from the $220.6 million backlog, with 21% expected in the next 12 months and 62% in the next 24 months.
  • Make monthly principal payments of $50,000 on the related party note, commencing in March 2026, with the final payment by March 31, 2026.

Key Dates

DateDescription
November 2019Company began making acquisitions.
August 2021Company entered into a note payable with a related party.
August 2021SSI Acquisition closed.
November 9, 2021Company approved the 2021 Stock Incentive Plan.
April 4, 2022Company obtained a $950,000 revolving credit facility with Live Oak Bank.
April 4, 2022Company issued common stock, a convertible note, and warrants in a SPA with Crom.
February 13, 2023The 2022 Crom SPA was terminated through an induced conversion.
December 2023FASB issued ASU 2023-09, effective for annual periods beginning in fiscal year ending December 31, 2025.
January 25, 2024Company entered into a securities purchase agreement with an institutional investor for a registered direct offering.
February 12, 2024Shareholder approval obtained for Regular Warrants to become exercisable.
February 15, 2024Company entered into an agreement with former shareholders of SSI to settle earnout.
February 16, 2024Company entered into a letter agreement to extend the maturity date of the related party note.
February 22, 2024Company entered into a new note (2024 Eisiminger Note) with a principal balance of $6,000,000.
February 22, 2024Company and the Buckhout Charitable Remainder Trust entered into a new note payable in the principal amount of $2,400,000.
February 22, 2024Company replaced its previous revolving credit facility with a new $4,000,000 revolving credit facility.
March 2024GTMR was awarded a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services.
May 29, 2024Shareholders approved an amendment to the 2021 Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000.
August 15, 2024Company amended the New Live Oak Revolver, reducing borrowing capacity from $4,000,000 to $2,000,000.
September 11, 2024Company entered into a stock purchase agreement for the sale of its subsidiary, MFSI.
September 13, 2024Board of Directors approved the MFSI stock purchase agreement.
September 16, 2024The MFSI Divestiture became effective.
November 4, 2024FASB issued ASU No. 2024-03, effective for annual periods beginning January 1, 2027.
December 21, 2024A continuing resolution was enacted, extending federal funding at fiscal year 2024 levels through March 14, 2025.
January 3, 2025A member of the Company's Board of Directors exercised stock options for 110,028 shares of common stock.
January 10, 2025Company filed a universal shelf registration on Form S-3 to offer and sell up to $100,000,000 of equity and debt securities.
January 24, 2025The universal shelf registration on Form S-3 was declared effective by the SEC.
January 2025Two holders of Series C Preferred Stock converted 200,000 shares into 125,000 shares of common stock.
February 12, 2025An investor exercised an aggregate of 1,080,717 warrants to purchase common stock.
February 13, 2025Company fully repaid the $1,999,944 balance of the revolving credit facility, which was then closed.
March 11, 2025Board approved an amendment to the Amended Plan to further increase the aggregate number of shares available for issuance from 6,000,000 to 9,000,000.
March 15, 2025The President signed the Full-Year Continuing Appropriations and Extensions Act, 2025, extending government funding at fiscal year 2024 levels through September 30, 2025.
March 19, 2025Company closed on the public offering of 4,500,000 units (March 2025 Public Offering).
April 17, 2025Company amended the 2024 Eisiminger Note, providing for a $2,000,000 principal payment, extending maturity to December 15, 2027, and increasing the interest rate to 10%.
May 19, 2025The remaining 2,744,457 March 2025 Warrants expired.
May 28, 2025Company's shareholders approved the Second Plan Amendment to increase the aggregate number of shares available for issuance to 9,000,000.
June 2, 2025Company fully repaid the remaining principal balance of the Buckhout February 2024 Note.
June 11, 2025Board agreed to a cash payment totaling $146,700 for restricted shares previously obligated to directors.
June 13, 2025Company closed on the public offering of 4,166,667 units (June 2025 Public Offering).
June 17, 2025Cash payment of $146,700 for restricted shares to directors was paid out.
July 4, 2025The President signed the One Big Beautiful Bill Act (Public Law No. 119-21), a comprehensive appropriations package.
August 1, 2025Company further extended the maturity date of the related party note to March 1, 2026.
August 4, 2025Company made an additional $2,000,000 principal payment on the 2024 Eisiminger Note.
August 12, 2025The remaining 493,001 June 2025 Warrants expired.
August 21, 2025A member of the Company's Board of Directors exercised stock options for 125,000 shares of common stock.
September 17, 2025Company filed a registration statement on Form S-8 to register 3,000,000 shares for the Castellum, Inc. 2025 Employee Stock Purchase Plan.
September 17, 2025Company filed a registration statement on Form S-8 to register 9,000,000 shares for the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
September 30, 2025End of the quarterly period for this report.
October 1, 2025A federal government shutdown began due to Congress not enacting further appropriations.
November 6, 2025Latest practicable date for shares outstanding (94,612,750 common shares).
November 7, 2025Filing date of this Quarterly Report on Form 10-Q.
November 2025Company fully settled the Due to Seller obligation, paying $140,000 plus accrued interest.
December 1, 2025Threshold for potential negative impact of a prolonged government shutdown.
March 1, 2026Extended maturity date for the related party note.
March 31, 2026Final payment due for the related party note.
December 15, 2027Extended maturity date for the 2024 Eisiminger Note.
September 30, 2029End of future consideration period for MFSI divestiture.

Recommendation

hold

Castellum, Inc. demonstrated a strong operational turnaround in Q3 2025, achieving net income and robust revenue growth, alongside strategic debt reduction and a healthy cash position. The substantial backlog and recent contract wins indicate future revenue potential. However, the company still reported a net loss for the nine-month period, faces high customer concentration, and is significantly exposed to U.S. government budgetary uncertainties, including the current federal shutdown. While the positive momentum is encouraging, the inherent risks associated with government contracting and the potential for a prolonged shutdown warrant a cautious 'Hold' stance until there is clearer visibility on sustained profitability and reduced exposure to macro-political risks.

Keywords

Cybersecurity, Information Technology, Electronic Warfare, Information Warfare, Government Contracts, Defense Spending, SEC Filing, 10-Q, Financial Results, NAVAIR, PMA-290, Government Shutdown, Debt Reduction, Capital Raise, Stock Warrants, Stock Options, Corporate Governance

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