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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

 

FORM 8-K

_______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 4, 2025

_______________

 

Crexendo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_______________

 

Nevada

 

001-32277

 

87-0591719

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1225 West Washington Street, Suite 213, Tempe, AZ 85288

(Address of Principal Executive Offices) (Zip Code)

 

(602) 714-8500

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)

 

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. ☐

 






 

Item 2.02 Results of Operations and Financial Condition.

 

On November 4, 2025, Crexendo, Inc. issued a press release, a copy of which is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is furnished with this Current Report on Form 8-K:

 

Exhibit No.

 

Description

99.1

 

Press release dated November 4, 2025 by Registrant, reporting its results of operations for quarter ended September 30, 2025.

 

 
2

 

  

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.

 

Dated: November 4, 2025

Crexendo, Inc.

 

 

 

 

 

 

By:

/s/ Ronald Vincent

 

 

 

Ronald Vincent

Chief Financial Officer

 

 

 
3

 

EX-99.1 2 cxdo_ex991.htm PRESS RELEASE cxdo_ex991.htm

EXHIBIT 99.1

 

 

Crexendo Announces Strong Third Quarter 2025 Results

 

PHOENIX, AZ / ACCESSWIRE / November 4, 2025 / Crexendo, Inc. (NASDAQ: CXDO), an award-winning software technology company that is a premier provider of cloud communication platform and services, video collaboration and managed IT services tailored to businesses of all sizes, today announced financial results for the third quarter ended September 30, 2025.

 

Third Quarter Financial highlights:

 

·

Total revenue increased 12% year-over-year to $17.5 million

·

GAAP net income of $1.5 million, or $0.05 per basic and diluted common share.

·

Non-GAAP net income of $3.0 million, or $0.10 per basic and diluted common share.

 

Financial Results for the Third Quarter of 2025

 

Total Revenue: Consolidated total revenue for the third quarter of 2025 increased 12%, or $1.9 million, to $17.5 million compared to $15.6 million for the third quarter of 2024.

 

Service Revenue: Consolidated service revenue for the third quarter of 2025 increased 8%, or $0.7 million, to $8.6 million compared to $8.0 million for the third quarter of 2024.

 

Software Solutions Revenue: Consolidated software solutions revenue for the third quarter of 2025 increased 28%, or $1.7 million, to $7.5 million compared to $5.9 million for the third quarter of 2024.

 

Product Revenue: Consolidated product revenue for the third quarter of 2025 decreased 25%, or $(0.4) million, to $1.4 million compared to $1.8 million for the third quarter of 2024.

 

Operating Expenses: Consolidated operating expenses for the third quarter of 2025 increased 5%, or $0.7 million, to $16.2 million compared to $15.5 million for the third quarter of 2024.

 

Net Income/(Loss): The Company reported net income of $1.5 million for the third quarter of 2025, or $0.05 per basic and diluted common share, compared to net income of $0.1 million, or $0.01 per basic common share and $0.00 per diluted common share for the third quarter of 2024.

 

Non-GAAP: Non-GAAP net income of $3.0 million for the third quarter of 2025, or $0.10 per basic and diluted common share, compared to non-GAAP net income of $1.7 million or $0.06 per basic and diluted common share for the third quarter of 2024.

 

EBITDA and Adjusted EBITDA: EBITDA for the third quarter of 2025 of $2.1 million compared to $1.0 million for the third quarter of 2024. Adjusted EBITDA for the third quarter of 2025 of $2.9 million compared to $1.8 million for the third quarter of 2024.

 

Financial Results for the nine months ended September 30, 2025

 

Total Revenue: Consolidated total revenue for the nine months ended September 30, 2025 increased 12%, or $5.5 million, to $50.1 million compared to $44.6 million for the nine months ended September 30, 2024.

 

Service Revenue: Consolidated service revenue for the nine months ended September 30, 2025 increased 5%, or $1.3 million, to $25.2 million compared to $23.9 million for the nine months ended September 30, 2024.

 

Software Solutions Revenue: Consolidated software solutions revenue for the nine months ended September 30, 2025 increased 31%, or $5.0 million, to $21.4 million compared to $16.3 million for the nine months ended September 30, 2024.

 

 
1

 

 

Product Revenue: Consolidated product revenue for the nine months ended September 30, 2025 decreased 19%, or $(0.8) million, to $3.6 million compared to $4.4 million for the nine months ended September 30, 2024.

 

Operating Expenses: Consolidated operating expenses for the nine months ended September 30, 2025 increased 7%, or $3.1 million, to $46.5 million compared to $43.4 million for the nine months ended September 30, 2024.

 

Net Income/(Loss): The Company reported net income of $3.9 million for the nine months ended September 30, 2025, or $0.13 per basic common share and $0.12 per diluted common share, compared to net income of $1.2 million, or $0.04 per basic and diluted common share for the nine months ended September 30, 2024.

 

Non-GAAP: Non-GAAP net income of $8.6 million for the nine months ended September 30, 2025, or $0.29 per basic common share and $0.27 per diluted common share, compared to non-GAAP net income of $5.8 million or $0.22 per basic common share and $0.19 per diluted common share for the nine months ended September 30, 2024.

 

EBITDA and Adjusted EBITDA: EBITDA for the nine months ended September 30, 2025 of $6.0 million compared to $3.7 million for the nine months ended September 30, 2024. Adjusted EBITDA for the nine months ended September 30, 2025 of $8.4 million compared to $6.0 million for the nine months ended September 30, 2024.

 

Cash and Cash Equivalents: Total cash and cash equivalents at September 30, 2025 was $28.6 million compared to $18.2 million at December 31, 2024.

 

Cash Flow: Cash provided by operating activities for the nine months ended September 30, 2025 was $7.0 million compared to cash provided by operating activities of $4.1 million for the nine months ended September 30, 2024. Cash provided by financing activities for the nine months ended September 30, 2025 was $3.4 million compared to cash provided by financing activities of $1.0 million for the nine months ended September 30, 2024.

 

Management Commentary

 

“Crexendo delivered another outstanding quarter, highlighted by 12% year over year revenue growth, strong profitability with $1.5 million in GAAP net income, and $3.0 million in non-GAAP net income”. said Jeff Korn, Crexendo Chief Executive Officer and Chairman of the Board. “Our 28% growth in software solutions underscores the strength of our platform and the increasing value we provide to customers and partners. I am also very encouraged with the 8% increase in service revenue, which I have great confidence will continue to grow. With strong margins, robust cash generation, and continued innovation, we are executing exceptionally well on our profitable growth strategy.”

 

Korn added “We’re just getting started and our recent announcement of eclipsing 7 Million users on the Crexendo platform is a testament to our success. Our investments in AI-driven capabilities, Oracle Cloud Infrastructure, and next-generation collaboration and contact center solutions are creating powerful momentum across our ecosystem. We see a long runway for organic growth, enhanced by strategic M&A opportunities, and we are fully committed to delivering sustained value for our shareholders. We’re delivering profitable growth today while building an even stronger, smarter, and more innovative Crexendo for tomorrow.”

 

Conference Call

 

Crexendo management will hold a conference call today, November 4, 2025, at 4:30 PM Eastern time to discuss these results. Company CEO Jeff Korn, CFO Ron Vincent, and President and COO Doug Gaylor will host the call, followed by a question-and-answer period.

 

Dial-in Numbers:

 

Domestic Participants: 888-506-0062

International Participants: 973-528-0011

Participant Access Code: 410777

 

Please dial in five minutes prior to the beginning of the call at 4:30 PM Eastern time and reference participant access code 410777 and the Crexendo earnings call. A replay of the call will be available until November 11, 2025, by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 53112.

 

 
2

 

 

About Crexendo

 

Crexendo, Inc. is an award-winning software technology company that is a premier provider of cloud communication platform software and unified communications as a service (UCaaS) offerings, including voice, video, contact center, and managed IT services tailored to businesses of all sizes. Our cloud communications software solutions currently support over seven million end users globally, through an extensive network of over 235 cloud communication platform software subscribers and our direct retail offering.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. The words "believe," "expect," "anticipate," "estimate," "will" and other similar statements of expectation identify forward-looking statements. Specific forward-looking statements in this press release include Crexendo (i) delivering another outstanding quarter, highlighted by 12% year over year revenue growth, strong profitability; (ii) 28% growth in software solutions underscoring the strength of the platform and the increasing value provided to customers and partners; (iii) being encouraged with the 8% increase in service revenue with great confidence will continue to grow; (iv) believing that with strong margins, robust cash generation, and continued innovation the Company is executing exceptionally well on the profitable growth strategy; (v) just getting started with the recent announcement of eclipsing 7 Million users on the Crexendo platform being a testament to  success; (vi) investments in AI-driven capabilities, Oracle Cloud Infrastructure, and next-generation collaboration and contact center solutions are creating powerful momentum across its ecosystem; (vii) seeing a long runway for organic growth, enhanced by strategic M&A opportunities, and being fully committed to delivering sustained value for our shareholders and (viii) delivering profitable growth today while building an even stronger, smarter, and more innovative Crexendo for tomorrow.

 

For a more detailed discussion of risk factors that may affect Crexendo's operations and results, please refer to the company's Form 10-K for the year ended December 31, 2024, quarterly Form 10-Qs as filed with the SEC. These forward-looking statements speak only as of the date on which such statements are made, and the company undertakes no obligation to update such forward-looking statements, except as required by law.

 

Company Contact

 

Crexendo, Inc.

Doug Gaylor

President and Chief Operating Officer

602-732-7990

dgaylor@crexendo.com

 

 
3

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except par value and share data)

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 28,573

 

 

$ 18,193

 

Trade receivables, net of allowance of $144 and $146, respectively

 

 

4,748

 

 

 

4,352

 

Inventories

 

 

640

 

 

 

393

 

Equipment financing receivables, net of allowance of $37 and $69, respectively

 

 

1,335

 

 

 

1,049

 

Contract costs

 

 

2,173

 

 

 

1,931

 

Prepaid expenses

 

 

1,472

 

 

 

876

 

Income tax receivable

 

 

256

 

 

 

75

 

Other current assets

 

 

118

 

 

 

13

 

Total current assets

 

 

39,315

 

 

 

26,882

 

 

 

 

 

 

 

 

 

 

Contract assets, net of allowance of $154 and $127, respectively

 

 

446

 

 

 

406

 

Long-term equipment financing receivables, net of allowance of $82 and $157, respectively

 

 

3,150

 

 

 

2,397

 

Property and equipment, net

 

 

238

 

 

 

394

 

Operating lease right-of-use assets

 

 

1,114

 

 

 

1,491

 

Intangible assets, net

 

 

18,646

 

 

 

20,528

 

Goodwill

 

 

9,454

 

 

 

9,454

 

Contract costs, net of current portion

 

 

3,228

 

 

 

2,879

 

Other long-term assets

 

 

366

 

 

 

507

 

Total Assets

 

$ 75,957

 

 

$ 64,938

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 737

 

 

$ 1,003

 

Accrued expenses

 

 

8,057

 

 

 

6,992

 

Finance leases

 

 

3

 

 

 

21

 

Notes payable

 

 

236

 

 

 

478

 

Operating lease liabilities

 

 

484

 

 

 

481

 

Income tax payable

 

 

43

 

 

 

40

 

Contract liabilities

 

 

4,039

 

 

 

3,079

 

Total current liabilities

 

 

13,599

 

 

 

12,094

 

 

 

 

 

 

 

 

 

 

Contract liabilities, net of current portion

 

 

359

 

 

 

293

 

Finance leases, net of current portion

 

 

-

 

 

 

2

 

Notes payable, net of current portion

 

 

-

 

 

 

114

 

Operating lease liabilities, net of current portion

 

 

655

 

 

 

1,022

 

Total liabilities

 

 

14,613

 

 

 

13,525

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001 per share - authorized 5,000,000 shares; none issued

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share - authorized 50,000,000 shares, 30,701,950 shares issued and outstanding as of September 30, 2025 and 27,621,557 shares issued and outstanding as of December 31, 2024

 

 

31

 

 

 

28

 

Additional paid-in capital

 

 

144,063

 

 

 

138,015

 

Accumulated deficit

 

 

(82,937 )

 

 

(86,790 )

Accumulated other comprehensive income

 

 

187

 

 

 

160

 

Total stockholders' equity

 

 

61,344

 

 

 

51,413

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$ 75,957

 

 

$ 64,938

 

 

 
4

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share and share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Service revenue

 

$ 8,569

 

 

$ 7,953

 

 

$ 25,125

 

 

$ 23,865

 

Software solutions revenue

 

 

7,521

 

 

 

5,860

 

 

 

21,364

 

 

 

16,331

 

Product revenue

 

 

1,407

 

 

 

1,814

 

 

 

3,617

 

 

 

4,402

 

Total revenue

 

 

17,497

 

 

 

15,627

 

 

 

50,106

 

 

 

44,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

3,653

 

 

 

3,336

 

 

 

10,696

 

 

 

9,691

 

Cost of software solutions revenue

 

 

1,924

 

 

 

1,686

 

 

 

5,227

 

 

 

4,523

 

Cost of product revenue

 

 

888

 

 

 

1,081

 

 

 

2,174

 

 

 

2,507

 

Selling and marketing

 

 

4,533

 

 

 

4,221

 

 

 

13,193

 

 

 

12,206

 

General and administrative

 

 

3,780

 

 

 

3,695

 

 

 

10,884

 

 

 

10,423

 

Research and development

 

 

1,414

 

 

 

1,473

 

 

 

4,374

 

 

 

4,050

 

Total operating expenses

 

 

16,192

 

 

 

15,492

 

 

 

46,548

 

 

 

43,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations

 

 

1,305

 

 

 

135

 

 

 

3,558

 

 

 

1,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

199

 

 

 

69

 

 

 

409

 

 

 

127

 

Interest expense

 

 

(3 )

 

 

(7 )

 

 

(18 )

 

 

(31 )

Other income/(expense), net

 

 

(8 )

 

 

(3 )

 

 

39

 

 

 

(24 )

Total other income/(expense), net

 

 

188

 

 

 

59

 

 

 

430

 

 

 

72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income tax

 

 

1,493

 

 

 

194

 

 

 

3,988

 

 

 

1,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (provision)/benefit

 

 

(43 )

 

 

(46 )

 

 

(135 )

 

 

(100 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$ 1,450

 

 

$ 148

 

 

$ 3,853

 

 

$ 1,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.05

 

 

$ 0.01

 

 

$ 0.13

 

 

$ 0.04

 

Diluted

 

$ 0.05

 

 

$ 0.00

 

 

$ 0.12

 

 

$ 0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,397,144

 

 

 

26,848,644

 

 

 

29,292,516

 

 

 

26,610,130

 

Diluted

 

 

31,818,738

 

 

 

29,857,261

 

 

 

31,418,659

 

 

 

29,827,531

 

 

 
5

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income/(loss)

 

$ 3,853

 

 

$ 1,170

 

Adjustments to reconcile net income/(loss) to net cash provided by/(used for) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,466

 

 

 

2,505

 

Allowance for credit losses

 

 

(82 )

 

 

8

 

Share-based compensation

 

 

2,254

 

 

 

2,293

 

Non-cash operating lease amortization

 

 

13

 

 

 

(12 )
Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(394 )

 

 

(247 )

Contract assets

 

 

(67 )

 

 

(35 )

Equipment financing receivables

 

 

(932 )

 

 

(608 )

Inventories

 

 

(247 )

 

 

(136 )

Contract costs

 

 

(591 )

 

 

(867 )

Prepaid expenses

 

 

(596 )

 

 

(819 )

Income tax receivable

 

 

(181 )

 

 

(53 )

Other assets

 

 

(374 )

 

 

(69 )

Accounts payable and accrued expenses

 

 

799

 

 

 

695

 

Income tax payable

 

 

3

 

 

 

(53 )

Contract liabilities

 

 

1,026

 

 

 

335

 

Net cash provided by/(used for) operating activities

 

 

6,950

 

 

 

4,107

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(18 )

 

 

-

 

Net cash provided by/(used for) investing activities

 

 

(18 )

 

 

-

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayments made on finance leases

 

 

(20 )

 

 

(56 )

Repayments made on notes payable

 

 

(356 )

 

 

(340 )

Proceeds from exercise of options

 

 

4,137

 

 

 

1,573

 

Taxes paid on the net settlement of stock options and RSUs

 

 

(340 )

 

 

(166 )

Net cash provided by/(used for) financing activities

 

 

3,421

 

 

 

1,011

 

Effect of exchange rate changes on cash

 

 

27

 

 

 

(14 )
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

10,380

 

 

 

5,104

 

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

 

 

18,193

 

 

 

10,347

 

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

 

$ 28,573

 

 

$ 15,451

 

Cash used during the year for:

 

 

 

 

 

 

 

 

Income taxes, net

 

$ (315 )

 

$ (205 )

Interest expense

 

$ (16 )

 

$ (25 )

Supplemental disclosure of non-cash investing and financing information:

 

 

 

 

 

 

 

 

Capitalized software development costs

 

$ 411

 

 

$ -

 

 

 
6

 

 

Use of Non-GAAP Financial Measures

 

To evaluate our business, we consider and use non-generally accepted accounting principles (“Non-GAAP”) net income and Adjusted EBITDA as a supplemental measure of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income to be an important indicator of overall business performance because it allows us to evaluate results without the effects of share-based compensation and related taxes, acquisition related expenses, changes in fair value of contingent consideration, amortization of intangibles, and goodwill and long-lived asset impairment. We define EBITDA as U.S. GAAP net income/(loss) before interest expense, interest income and other expense/(income), the gain/(loss) on the sale of property and equipment, goodwill and long-lived asset impairments, benefit/(provision) for income tax, and depreciation and amortization. We believe EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define Adjusted EBITDA as EBITDA adjusted for acquisition related expenses, changes in fair value of contingent consideration and share-based compensation and related taxes. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. We also believe use of Adjusted EBITDA facilitates investors’ use of operating performance comparisons from period to period, as well as across companies.

 

In our November 4, 2025 earnings press release, as furnished on Form 8-K, we included Non-GAAP net income, EBITDA and Adjusted EBITDA. The terms Non-GAAP net income, EBITDA, and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in analytical tools, and when assessing our operating performance, Non-GAAP net income, EBITDA, and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income/(loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:

 

 

·

EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 

·

they do not reflect changes in, or cash requirements for, our working capital needs;

 

·

they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur;

 

·

they do not reflect income taxes or the cash requirements for any tax payments;

 

·

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

 

·

while share-based compensation and related taxes is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and

 

·

other companies may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

 

We compensate for these limitations by relying primarily on our U.S. GAAP results and using Non-GAAP net income, EBITDA, and Adjusted EBITDA only as supplemental support for management’s analysis of business performance. Non-GAAP net income, EBITDA and Adjusted EBITDA are calculated as follows for the periods presented.

 

 
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Reconciliation of Non-GAAP Financial Measures

 

In accordance with the requirements of Regulation G issued by the SEC, we are presenting the most directly comparable U.S. GAAP financial measures and reconciling the unaudited Non-GAAP financial metrics to the comparable U.S. GAAP measures.

 

Reconciliation of U.S. GAAP Net Income/(Loss) to Non-GAAP Net Income

(Unaudited, in thousands, except for per share and share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP net income/(loss)

 

$ 1,450

 

 

$ 148

 

 

$ 3,853

 

 

$ 1,170

 

Share-based compensation and related taxes (1)

 

 

799

 

 

 

797

 

 

 

2,422

 

 

 

2,323

 

Amortization of intangible assets

 

 

785

 

 

 

755

 

 

 

2,292

 

 

 

2,273

 

Non-GAAP net income

 

$ 3,034

 

 

$ 1,700

 

 

$ 8,567

 

 

$ 5,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.10

 

 

$ 0.06

 

 

$ 0.29

 

 

$ 0.22

 

Diluted

 

$ 0.10

 

 

$ 0.06

 

 

$ 0.27

 

 

$ 0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,397,144

 

 

 

26,848,644

 

 

 

29,292,516

 

 

 

26,610,130

 

Diluted

 

 

31,818,738

 

 

 

29,857,261

 

 

 

31,418,659

 

 

 

29,827,531

 

 

Reconciliation of U.S. GAAP Net Income/(Loss) to EBITDA to Adjusted EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP net income/(loss)

 

$ 1,450

 

 

$ 148

 

 

$ 3,853

 

 

$ 1,170

 

Depreciation and amortization

 

 

839

 

 

 

829

 

 

 

2,466

 

 

 

2,505

 

Interest expense

 

 

3

 

 

 

7

 

 

 

18

 

 

 

31

 

Other, net

 

 

(191 )

 

 

(66 )

 

 

(448 )

 

 

(103 )

Income tax provision

 

 

43

 

 

 

46

 

 

 

135

 

 

 

100

 

EBITDA

 

 

2,144

 

 

 

964

 

 

 

6,024

 

 

 

3,703

 

Share-based compensation and related taxes (1)

 

 

799

 

 

 

797

 

 

 

2,422

 

 

 

2,323

 

Adjusted EBITDA

 

$ 2,943

 

 

$ 1,761

 

 

$ 8,446

 

 

$ 6,026

 

 

———————

(1) For the three months ended September 30, 2025 and 2024, employer payroll tax expense related to share-based compensation was $33 and $16, respectively. For the nine months ended September 30, 2025 and 2024, employer payroll tax expense related to share-based compensation was $168 and $30, respectively.

 

 
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