v3.25.4
SALE OF EMPLOYEE RETENTION CREDIT CLAIM
12 Months Ended
Dec. 31, 2025
Accounting Changes and Error Corrections [Abstract]  
SALE OF EMPLOYEE RETENTION CREDIT CLAIM SALE OF EMPLOYEE RETENTION CREDIT CLAIM
In response to the COVID-19 pandemic, the Company became eligible for the Employee Retention Credit ("ERC") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and subsequent legislation. The ERC is a refundable tax credit against certain employment taxes, designed to support businesses in retaining employees during periods of economic hardship. The Company determined its total eligible ERC to be $1.2 million.

Prior to fourth quarter 2024 (i.e., before October 1, 2024), the Company had not recognized the ERC as an asset or recorded any related income. Upon communication with the Internal Revenue Service ("IRS") acknowledging our claim, the Company determined that it was entitled to the credit and recognized the ERC as an asset and corresponding income in fourth quarter of 2024. Subsequently, during the same quarter, the Company executed an agreement to transfer its rights to the ERC to a third-party buyer. As a result of this transaction, the Company recognized the net proceeds of $1.0 as Other Income in its financial statements for the year ended December 31, 2024.

On December 27, 2024, the Company entered into an agreement (the “Agreement”) with a third party (the “Buyer”) to sell its rights to the anticipated ERC proceeds. The key terms of the Agreement are as follows:
Purchase Price: The Buyer agreed to purchase the ERC at 85% of the claimed amount, resulting in a gross purchase price of $1.0 million.
Holdback: A holdback of $0.02 million was applied to the gross purchase price to cover potential contingencies, resulting in net proceeds of $1.0 million received by the Company at closing.
Transfer of Rights: The Agreement stipulates that the Buyer acquires all rights to any ERC-related refunds, payments, or credits from the IRS.

During the year ended December 31, 2025, the IRS processed the Company’s 2020 ERC claim, resulting in a refund of $0.4 million. In accordance with the Agreement, the principal refund amount of $0.4 million was remitted to the Buyer. As of December 31, 2025, the Company’s remaining claims related to 2021 ERC are undergoing a routine information request process with the IRS. To date, this process has not resulted in any identified issues or notifications of disallowance. The Agreement includes a provision allowing the Buyer to require the Company to repurchase the ERC claim if the IRS disallows or reduces the amount. Management continues to believe the likelihood of such a repurchase obligation is remote; consequently, no liability has been recognized for this contingent obligation as of December 31, 2025.

In accordance with ASU 2021-10, the Company provides the following disclosures related to the ERC transaction:
Nature of the Assistance: The ERC is a refundable tax credit provided by the U.S. government to assist employers in retaining employees during the COVID-19 pandemic.
Significant Terms and Conditions: The Company sold its rights to the ERC proceeds to the Buyer at 85% of the claimed amount, with a holdback applied. The Buyer assumes all rights to any ERC-related refunds, payments, or credits from the IRS. A clawback provision exists, allowing the Buyer to require repurchase if the ERC is disallowed or reduced by the IRS.
Accounting Policies: The Company recognized the net proceeds from the sale as interest and other income upon execution of the Agreement, as the ERC had not been previously recorded as an asset or income.

The net proceeds of $1.0 million were recorded as interest and other income in the consolidated statement of operations for the year ended December 31, 2024. As of December 31, 2025, no income or expenses related to the ERC were recognized. No asset or liability related to the ERC remained on the Company’s consolidated balance sheet as of December 31, 2025, and 2024.