Acorn Reports Q1 Revenue of $2.2M with Steady Growth in High Margin, Recurring Remote Monitoring and Control Revenue; Investor Call Today at 11am ET

WILMINGTON, Del., May 07, 2026 (GLOBE NEWSWIRE) — Acorn Energy, Inc. (Nasdaq: ACFN), a provider of remote monitoring and control solutions for generators, gas pipelines and other critical infrastructure assets, announced results for its first quarter ended March 31, 2026 (Q1’26). Acorn will hold an investor call today at 11am ET (details below).

 
Summary Financial Results (1)
($ in 000s except per share data)   Q1’26       Q1’25     % Change
Monitoring revenue $ 1,417     $ 1,269     +11.7 %
Hardware revenue $ 810     $ 1,829     -55.7 %
Total revenue $ 2,227     $ 3,098     -28.1 %
Gross margin   80.2 %     75.1 %   +510 bps
Net (loss) income to stockholders $ (77 )   $ 464     nm  
Net (loss) income per basic and diluted share $ (0.03 )   $ 0.19     nm  

(1) All of Acorn’s revenue is derived from its 99%-owned operating subsidiary, OmniMetrix™, LLC.

CEO Commentary

Jan Loeb, Acorn’s CEO, said, “Q1’26 results reflect continued growth in our installed base of monitored endpoints – the core value driver of our business––offset by a decrease in hardware revenue largely due to our material cellphone provider contract, which contributed hardware revenue of $876,000 in Q1’25 vs. $93,000 in Q1’26. Given our size, large enterprise deployments are likely to create material variability in our quarterly hardware revenue comparisons, while contributing to our growing base of high-margin, recurring, monitoring revenue.

“Reflecting the increase in monitoring revenue as a percentage of total revenue, Q1’26 gross margin improved to 80.2% from 75.1% in Q1’25.

“Turning to our growth drivers, we continue to pursue both residential and enterprise deployments of our monitoring solutions and remain optimistic regarding our growth potential as customers take action to protect their homes and businesses against sudden power outages. We are also advancing our new Infrastructure Solutions segment pursuant to our technology partnership with AIO Systems, through which we secured exclusive North American rights to a comprehensive IoT monitoring solutions suite for telecommunications towers, energy sites and data centers. This solution suite addresses a much broader range of functions and capabilities and as such we expect revenue from an average site to be 5-6x that of our current average sale. Accordingly, we see significant potential as infrastructure operators seek to modernize and harden their monitoring scope and capabilities.

“We are advancing our program to launch these products in the U.S., fine-tuning product features and alerts, and developing customer materials and sales and training collateral. We’ve also gone live with two full telecom tower sites for use in customer demonstrations. We are still working out final hardware and services pricing models so it’s still too early to project margins in this segment. Nonetheless, the AIO partnership significantly expands both our scope of capabilities as well as our addressable markets. We are confident there is no better existing suite of monitoring solutions. Therefore, we feel this segment has the potential to transform our company.

“The Infrastructure Solutions opportunity, combined with expected growth in our existing Power Generation segment, has us well-positioned with a high-margin, capital-light business model.

“We remain focused on our objective of achieving three-to-five year average revenue growth of 20% or more. In addition to our pursuit of larger commercial and industrial customer opportunities, we continue to work toward potential strategic relationships with power generator manufacturers and other OEMs. We also remain active in our pursuit of strategic M&A opportunities aligned with our business model and with the potential to be meaningfully accretive to our earnings. Q1 is typically our lowest-revenue quarter so we expect stronger performance as we progress through the year, though we do expect that hardware revenue comparisons in Q2’26 will again be below Q2’25 due to the impact of the material cell phone provider contract in Q2’25.”

Financial Review

Q1’26 revenue decreased 28.1% to $2,227,000 versus $3,098,000 in Q1’25, primarily due to a $1,019,000 (55.7%) decrease in hardware revenue, as the prior-year period included significant hardware shipments under the material cellphone provider contract. Although hardware deliveries under the contract are now largely complete, we did receive an additional $93,000 of hardware revenue and $167,000 of monitoring revenue from the contract in Q1’26. Total monitoring revenue, which is amortized over the service period (typically one year), grew 11.7% to $1,417,000 in Q1’26, reflecting continued growth in our monitored endpoints.

Q1’26 gross profit was $1,785,000, reflecting a gross margin of 80.2%, compared to gross profit of $2,326,000 and a gross margin of 75.1% in Q1’25. The gross margin improvement was driven by a higher proportion of monitoring revenue, which carries a 94% gross margin, and lower hardware revenue from the material contract.

Operating expenses increased 11.2% to $1,914,000 in Q1’26 versus $1,722,000 in Q1’25, due to a $228,000 increase in selling, general and administrative (SG&A) expense, partially offset by a $36,000 decrease in research and development (R&D) expense. The increase in SG&A was primarily driven by $136,000 in higher stock-based compensation expense due to stock option grants issued to officers and directors and $111,000 in higher OmniMetrix SG&A, including additional personnel and technology expenses, partially offset by lower commissions. Lower R&D expense reflected reduced costs following the completion of the new Omni and OmniPro product development.

Lower revenue and higher SG&A, resulted in a Q1’26 net loss attributable to Acorn stockholders of $(77,000), or $(0.03) per basic and diluted share, compared to net income of $464,000, or $0.19 per basic and diluted share, in Q1’25. The Q1’26 loss includes $197,000 of non-cash stock-based compensation expense versus $61,000 in Q1’25. The Company recognized an income tax benefit of $25,000 in Q1’26 versus income tax expense of $154,000 in Q1’25.

Liquidity and Cash Flow

Excluding deferred revenue of $2,934,000 and deferred cost of goods sold of $25,000, which have no impact on future cash flow, net working capital was $6,024,000 at March 31, 2026 versus $6,184,000 at December 31, 2025. This included cash of $4,257,000 at March 31, 2026 versus $4,454,000 at year-end 2025.

In Q1’26, Acorn generated $53,000 of cash from operating activities, used $260,000 for investing activities (including $250,000 for the acquisition of the exclusive distribution and commercialization rights under the AIO Systems technology partnership agreement and $10,000 in other capital items), and received $10,000 from the exercise of stock options, for a net decrease in cash of $197,000.

Investor Call Details

Date / Time: Thursday, May 7th at 11:00 AM ET
Dial-in Number: 1-800-715-9871 or 1-646-307-1963 (Int’l)
Conference ID# 6786386
Replay & Transcript: Posted on the Investor Relations page of Acorn’s website when available.
   

About Acorn (www.acornenergy.com) and OmniMetrixTM (www.omnimetrix.net)
Acorn’s 99%-owned OmniMetrix subsidiary is a pioneer and leader in wireless remote monitoring and control solutions for critical infrastructure including standby generators, cell towers, gas pipelines, data centers, and utility networks. OmniMetrix serves tens of thousands of commercial and residential endpoints, including over 25 Fortune/Global 500 companies in sectors including telecom, manufacturing, healthcare, data centers, retail, public transportation, energy distribution and government facilities, as well as residential customers through generator dealers.

OmniMetrix’s industry-leading, cost-effective solutions make critical systems more reliable and also enable automated “demand response” electric grid support via enrolled backup generators.

Safe Harbor Statement

This press release includes forward-looking statements, which are subject to risks and uncertainties. There are no assurances that Acorn will be successful in growing its business, increasing its revenue, increasing profitability, or maximizing the value of its operating company and other assets. A complete discussion of the risks and uncertainties that may affect Acorn Energy’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

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Investor Relations Contacts

Catalyst IR
William Jones, 267-987-2082
David Collins, 212-924-9800
[email protected]

 
ACORN ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
       
    Three months ended March 31,  
    2026     2025  
             
Revenue   $ 2,227     $ 3,098  
COGS     442       772  
Gross profit     1,785       2,326  
Operating expenses:                
Research and development (R&D) expenses     255       291  
Selling, general and administrative (SG&A) expenses     1,659       1,431  
Total operating expenses     1,914       1,722  
Operating (loss) income     (129 )     604  
Interest income, net     31       24  
(Loss) income before income taxes     (98 )     628  
(Benefit from) provision for income taxes     (25 )     154  
Net (loss) income     (73 )     474  
Non-controlling interest share of income     (4 )     (10 )
Net (loss) income attributable to Acorn Energy, Inc. stockholders   $ (77 )   $ 464  
                 
Basic and diluted net (loss) income per share attributable to Acorn Energy, Inc. stockholders:                
Net (loss) income per share attributable to Acorn Energy, Inc. stockholders – basic and diluted   $ (0.03 )   $ 0.19  
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic and diluted:                
Basic     2,506       2,491  
Diluted     2,506       2,498  
                 

 
ACORN ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
             
    As of
March 31, 2026
    As of

December 31, 2025
 
      (Unaudited)          
ASSETS                
Current assets:                
Cash   $ 4,257     $ 4,454  
Accounts receivable, net     840       887  
Inventory     1,196       1,254  
Other current assets     225       267  
State income tax receivable     51       21  
Deferred cost of goods sold (COGS)     25       70  
Total current assets     6,594       6,953  
Property and equipment, net     364       383  
Intangibles, net     266       17  
Right-of-use assets, net     921       963  
Other assets     112       119  
Deferred tax assets     4,871       4,899  
Total assets   $ 13,128     $ 13,334  
LIABILITIES AND EQUITY                
Current liabilities:                
Accounts payable   $ 213     $ 306  
Accrued expenses     140       171  
Deferred revenue     2,934       3,097  
Current operating lease liabilities     163       158  
Other current liabilities     29       46  
State income tax payable           18  
Total current liabilities     3,479       3,796  
Long-term liabilities:                
Deferred revenue     335       312  
Noncurrent operating lease liabilities     838       884  
Other long-term liabilities     27       26  
Total liabilities     4,679       5,018  
Commitments and contingencies                
Equity: Acorn Energy, Inc. stockholders                
Common stock – $0.01 par value per share: Authorized – 42,000,000 shares; issued – 2,557,937 at March 31, 2026 and 2,555,717 at December 31, 2025; outstanding – 2,506,846 at March 31, 2026 and 2,504,626 at December 31, 2025     25       25  
Additional paid-in capital     103,828       103,621  
Accumulated stockholders’ deficit     (92,421 )     (92,344 )
Treasury stock, at cost – 51,091 shares at March 31, 2026 and December 31, 2025     (3,052 )     (3,052 )
Total Acorn Energy, Inc. stockholders’ equity     8,380       8,250  
Non-controlling interests     69       66  
Total equity     8,449       8,316  
Total liabilities and equity   $ 13,128     $ 13,334  
                 

 
ACORN ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (IN THOUSANDS)
       
    Three months ended March 31,  
    2026     2025  
Cash flows provided by operating activities:                
Net (loss) income   $ (73 )   $ 474  
Depreciation and amortization     30       30  
Deferred income tax benefit     28       125  
Increase (decrease) in the provision for credit losses     1       (1 )
Non-cash lease expense     58       32  
Stock-based compensation     197       61  
Change in operating assets and liabilities:                
Decrease (increase) in accounts receivable     46       (126 )
Decrease (increase) in inventory     58       (484 )
Decrease in deferred COGS     45       135  
Decrease in other current assets and other assets     49       17  
(Increase) decrease in state income tax receivable     (30 )     10  
Decrease in deferred revenue     (140 )     (278 )
Decrease in operating lease liability     (57 )     (37 )
(Decrease) increase in state income tax payable     (18 )     15  
(Decrease) increase in accounts payable, accrued expenses, other current liabilities and non-current liabilities     (141 )     298  
Net cash provided by operating activities     53       271  
                 
Cash flows used in investing activities:                
Equipment and trade show booth purchases     (3 )     (6 )
Payment for exclusive distribution and commercialization rights     (250 )      
Investments in technology     (7 )      
Net cash used in investing activities     (260 )     (6 )
                 
Cash flows provided by financing activities:                
Stock option exercise proceeds     10        
Net cash provided by financing activities     10        
                 
Net (decrease) increase in cash     (197 )     265  
Cash at the beginning of the period     4,454       2,326  
Cash at the end of the period   $ 4,257     $ 2,591  
                 
Supplemental cash flow information:                
Cash paid during the year for:                
Income taxes   $     $ 4  
Non-cash investing and financing activities:                
Accrued preferred dividends to former CEO of OmniMetrix   $ 1     $ 1  
                 



Treasure Global Establishes Digital Asset Treasury Anchored in Ethereum as Core Blockchain Infrastructure Asset with BitGo as Licensed Custody Provider

Company positions capital strategy to support potential deployment of up to US$100 million into blockchain-based financial infrastructure over time

KUALA LUMPUR, Malaysia, May 07, 2026 (GLOBE NEWSWIRE) — Treasure Global Inc. (NASDAQ: TGL) (“Treasure Global” or the “Company”), a Southeast Asia–anchored technology company, today announced the establishment of its Digital Asset Treasury, with an initial allocation to Ethereum as part of a strategic balance sheet initiative aligned with the institutionalization of blockchain-based financial infrastructure.

The Company deployed approximately US$176,000 in its initial tranche, reflecting a disciplined capital allocation approach to introduce high-conviction digital asset exposure within a controlled treasury framework.

“We believe our Digital Asset Treasury framework creates a scalable foundation for long-term participation in the evolving digital asset economy, with the potential to support capital deployment of up to approximately US$100 million over time, subject to market conditions and strategic opportunities,” said Sam Teo, Acting Chief Executive Officer of Treasure Global.

Ethereum was selected as the Company’s inaugural Digital Asset Treasury asset due to its role as a primary settlement and execution layer for on-chain financial activity, including decentralized finance, stablecoin settlement, and tokenized assets. The Company views Ethereum as a foundational infrastructure layer in the emerging on-chain economy, supported by expanding institutional participation and network adoption.

To support secure and compliant custody of its digital assets, the Company has engaged BitGo as its licensed custody and wallet infrastructure provider. BitGo provides institutional-grade custody solutions, including regulated wallet infrastructure, multi-signature security architecture, and operational controls designed for institutional treasury management.

“We believe that integrating BitGo’s licensed custody infrastructure meaningfully strengthens our Digital Asset Treasury framework,” said Sam Teo, Acting Chief Executive Officer of Treasure Global. “It enhances the security, governance, and operational resilience of our digital asset holdings, while establishing a strong operational foundation for our long-term strategy.”

The Company believes Ethereum represents a structurally important asset class within the expansion of blockchain-based financial systems. Its liquidity profile, developer ecosystem, and role in enabling programmable financial infrastructure position it as a strategic allocation for long-duration exposure to digital capital markets.

This initiative reflects a treasury strategy focused on long-term value creation through selective exposure to assets with asymmetric return potential, while maintaining disciplined risk management. The Company believes digital assets represent more than a financial opportunity; they symbolize the future foundation of a globally connected digital economy. The Company is not altering its core operating model, but is incorporating digital assets as a complementary balance sheet strategy aligned with global financial digitization trends.

About Treasure Global:

Treasure Global is a Malaysia-based technology solutions provider specializing in innovative platforms that drive digital transformation in retail and services. The Company’s flagship product is the ZCITY Super App, which integrates e-payment solutions with customer loyalty rewards to create a seamless online-to-offline user experience. As of December 2025, ZCITY has attracted 2.71 million registered users, positioning Treasure Global as a key player in Malaysia’s digital economy. Treasure Global continuously leverages cutting-edge technologies, including artificial intelligence and data analytics, to enhance its platform’s capabilities across e-commerce, fintech, and other verticals.

Visit treasureglobal.org for more information.


Forward-Looking Statements


This press release contains 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. These statements reflect the Company’s current expectations, assumptions, and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements typically include terminology such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” or similar expressions.

Factors that could cause actual results to differ materially include, without limitation, the Company’s ability to expand its e-commerce platform and F&B distribution business, customer acceptance of new products and services, changes in economic conditions affecting its operations, the outcome of partnership discussions, the impact of global health crises, supply chain disruptions, competition, and regulatory risks related to data privacy and security. Additional risks include volatility in digital asset markets, potential vulnerabilities in custodial security, and evolving global and domestic regulatory frameworks applicable to blockchain technologies. These risks, along with other factors, are discussed in more detail in the Company’s filings with the U.S. Securities and Exchange Commission.

The forward-looking statements in this press release speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

CONTACT

Investor and media contact:

Investor Relations Team
Treasure Global
[email protected]



Vericel Reports First Quarter 2026 Financial Results and Raises Full-Year Financial Guidance

Total Revenue Increased 30% to $68.4 Million, with MACI Revenue Growth of 22% and Burn Care Revenue Growth of 91%

Gross Margin of 72% and Adjusted EBITDA Growth of 195%

Free Cash Flow of $15.1 Million

Full-Year 2026 Revenue Guidance Raised by $10 Million to $326 to $336 Million

Conference Call Today at 8:30am Eastern Time

CAMBRIDGE, Mass., May 07, 2026 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today reported financial results and business highlights for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights

  • Total net revenue growth of 30% to $68.4 million
  • MACI® net revenue growth of 22% to $56.4 million
  • Burn Care net revenue growth of 91% to $12.0 million
  • Gross margin of 72%
  • Net loss of $6.3 million, or $0.12 per diluted share
  • Non-GAAP adjusted EBITDA increased 195% to $9.6 million, or 14% of revenue
  • Operating cash flow of $16.4 million
  • Free cash flow of $15.1 million
  • Approximately $211 million in cash and investments, and no debt

Business Highlights and Updates

  • Record first quarter total revenue, MACI revenue and Burn Care revenue
  • MACI revenue growth of 20% or more for the fourth consecutive quarter, with a four-quarter trailing revenue growth rate of 23%
  • Epicel® first quarter revenue growth of 119%
  • Double-digit MACI biopsy and implant growth, with record first quarter MACI biopsies, implants and biopsy and implanting surgeons, and the second highest number of MACI biopsies and biopsy surgeons in any quarter since launch
  • Announced BARDA award valued at up to $197 million for procurement and advanced development of NexoBrid®
  • Received FDA approval for MACI commercial manufacturing at the Company’s new state-of-the-art advanced therapy manufacturing facility
  • Remain on track to submit MACI marketing authorization application to U.K. MHRA in 2026

“The Company delivered outstanding financial and business results in the first quarter, as we generated strong revenue and profit growth and achieved several key business objectives,” said Nick Colangelo, President and CEO of Vericel. “With a record first quarter performance across both of our commercial franchises, we believe that the Company is well-positioned for another year of high revenue and profit growth, an inflection in cash generation, and continued progress on our long-term growth initiatives.”

2026 Financial Guidance

  • Total revenue of $326 to $336 million, compared to previous guidance of $316 to $326 million
  • MACI revenue of $282 to $288 million, compared to previous guidance of $280 to $286 million
  • Burn Care revenue of $44 to $48 million, compared to previous guidance of $36 to $40 million
  • Reaffirmed full-year profitability guidance of gross margin of approximately 75% and adjusted EBITDA margin of approximately 27%

First Quarter 2026 Results

Total net revenue for the quarter ended March 31, 2026 increased 30% to $68.4 million, compared to $52.6 million in the first quarter of 2025. Total net product revenue for the quarter included $56.4 million of MACI (autologous cultured chondrocytes on porcine collagen membrane) net revenue, $10.9 million of Epicel (cultured epidermal autografts) net revenue, and $1.1 million of NexoBrid (anacaulase-bcdb) net revenue, compared to $46.3 million of MACI net revenue, $5.0 million of Epicel net revenue, and $1.3 million of NexoBrid net revenue, respectively, in the first quarter of 2025.

Gross profit for the quarter ended March 31, 2026 was $49.3 million, or 72% of net revenue, compared to $36.3 million, or 69% of net revenue, for the first quarter of 2025.

Total operating expenses for the quarter ended March 31, 2026 were $57.3 million, compared to $49.1 million for the same period in 2025. The increase in operating expenses was primarily due to increased headcount and related employee expenses, including the MACI sales force expansion, and additional costs related to the Company’s new Burlington facility.

Net loss for the quarter ended March 31, 2026 was $6.3 million, or $0.12 per diluted share, compared to $11.2 million, or $0.23 per diluted share, for the first quarter of 2025.

Non-GAAP adjusted EBITDA for the quarter ended March 31, 2026 was $9.6 million, or 14% of net revenue, compared to $3.2 million, or 6% of net revenue, for the first quarter of 2025. A table reconciling non-GAAP measures is included in this press release for reference.

Conference Call Information

Today’s conference call will be available live at 8:30 a.m. Eastern Time. The live webcast can be accessed on the Investor Relations section of the Vericel website at http://investors.vcel.com/events-presentations. Presentation slides for the conference call will be available on the webcast and on the Vericel website. A replay of the webcast will be available until May 6, 2027.

To participate by telephone, dial 800-330-6730 or +1-312-471-1351 if connecting from outside the U.S. When connected, please use passcode: 244506.

About Vericel Corporation

Vericel is a leading provider of advanced therapies for the sports medicine and severe burn care markets.  The Company combines innovations in biology with medical technologies, resulting in a highly differentiated portfolio of innovative cell therapies and specialty biologics that repair injuries and restore lives. Vericel markets three products in the United States. MACI (autologous cultured chondrocytes on porcine collagen membrane) is an autologous cellularized scaffold product indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in adults. Epicel (cultured epidermal autografts) is a permanent skin replacement for the treatment of patients with deep dermal or full thickness burns greater than or equal to 30% of total body surface area. Vericel also holds an exclusive license for North American rights to NexoBrid (anacaulase-bcdb), a biological orphan product containing proteolytic enzymes, which is indicated for eschar removal in adults and pediatric patients with deep partial-thickness and/or full-thickness thermal burns.  For more information, please visit www.vcel.com.

Epicel®, MACI® and MACI Arthro® are registered trademarks of Vericel Corporation. NexoBrid® is a registered trademark of MediWound Ltd. and is used under license to Vericel Corporation. © 2026 Vericel Corporation. All rights reserved.

GAAP v. Non-GAAP Measures

Vericel’s reported earnings are prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and represent earnings as reported to the Securities and Exchange Commission (SEC). Vericel has provided in this release certain financial information that has not been prepared in accordance with GAAP.  Vericel’s management believes that the non-GAAP adjusted EBITDA, which includes adjustments for specific items that are generally not indicative of our core operations, and free cash flow described in this release, provide additional information that is useful to investors in understanding Vericel’s underlying performance, business and performance trends, and helps facilitate period-to-period comparisons and comparisons of its financial measures with other companies in Vericel’s industry. However, the non-GAAP financial measures that Vericel uses may differ from measures that other companies may use.  Non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.

Forward-Looking Statements

Vericel cautions you that all statements other than statements of historical fact included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe that we have a reasonable basis for the forward-looking statements contained herein, they are based on current expectations about future events affecting us and are subject to risks, assumptions, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Our actual results may differ materially from those expressed or implied by the forward-looking statements in this press release. These statements are often, but are not always, made through the use of words or phrases such as “anticipates,” “intends,” “estimates,” “plans,” “expects,” “continues,” “believe,” “guidance,” “outlook,” “target,” “future,” “potential,” “goals” and similar words or phrases, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.

Among the factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to, uncertainties associated with our expectations regarding future revenue, growth in revenue, market penetration for MACI, MACI Arthro, Epicel, and NexoBrid, growth in profit, gross margins and operating margins, the ability to continue to scale our manufacturing operations to meet the demand for our cell therapy products, the ability to sustain profitability, contributions to adjusted EBITDA, the expected target surgeon audience, potential fluctuations in sales and volumes and our results of operations over the course of the year, timing and conduct of clinical trial and product development activities, timing and likelihood of the FDA’s potential approval of the use of MACI to treat cartilage defects in the ankle, the timing and likelihood of obtaining market approval for MACI in the United Kingdom, the estimate of the commercial growth potential of our products and product candidates, competitive developments, changes in third-party coverage and reimbursement, including recent and future healthcare reform measures and private payor initiatives, surgeon adoption of MACI Arthro, physician and burn center adoption of NexoBrid, labor strikes, supply chain disruptions or other events or factors that might affect our ability to manufacture MACI or Epicel or affect MediWound’s ability to manufacture and supply sufficient quantities of NexoBrid to meet customer demand, including but not limited to conflicts in the Middle East region involving Israel or those related to disruptions of land or sea transportation routes or distribution or shipping channels, uncertainties associated with the potential benefits of the Company’s agreement with BARDA for the procurement and development of NexoBrid and the availability of funding from BARDA under that agreement, negative impacts on the global economy and capital markets resulting from the conflicts in Ukraine and Iran and a potential regime change in Iran, as well as other hostilities in the Middle East, changes in trade policies and regulations, including the potential for increases or changes in duties, and current and potentially new tariffs or quotas, lingering effects of adverse developments affecting financial institutions, companies in the financial services industry or the financial services industry generally, changes in governmental monetary and fiscal policies, including, but not limited to, Federal Reserve policies in connection with continued inflationary pressures, the impact from future regulatory, judicial and legislative changes affecting our industry or the broader market, including those included in the One Big Beautiful Bill Act, and a U.S. government shutdown.

These and other significant factors are discussed in greater detail in Vericel’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, Vericel’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026, and in other filings with the SEC. These forward-looking statements reflect our views as of the date hereof and Vericel does not assume and specifically disclaims any obligation to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this release except as required by law.

Investor Contact:

Eric Burns
[email protected]
+1 (734) 418-4411

VERICEL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts – unaudited)

    Three Months Ended March 31,  
      2026       2025    
Product sales, net   $ 68,425     $ 52,598    
Total revenue     68,425       52,598    
Cost of product sales     19,159       16,325    
Gross profit     49,266       36,273    
Research and development     8,104       7,261    
Selling, general and administrative     49,226       41,804    
Total operating expenses     57,330       49,065    
Loss from operations     (8,064 )     (12,792 )  
Other income (expense):          
Interest income     1,851       1,657    
Interest expense     (160 )     (153 )  
Other income     71       42    
Total other income     1,762       1,546    
Net loss   $ (6,302 )   $ (11,246 )  
Net loss per common share:          
Basic   $ (0.12 )   $ (0.23 )  
Diluted   $ (0.12 )   $ (0.23 )  
Weighted-average common shares outstanding:          
Basic     50,773       49,905    
Diluted     50,773       49,905    



VERICEL CORPORATION

RECONCILIATION OF REPORTED NET LOSS (GAAP)

TO ADJUSTED EBITDA (NON-GAAP MEASURE)

(in thousands – unaudited)

    Three Months Ended March 31,  
      2026       2025    
Net loss   $ (6,302 )   $ (11,246 )  
Stock-based compensation expense     11,294       11,505    
Depreciation and amortization     3,267       2,686    
Net interest income     (1,692 )     (1,504 )  
Pre-occupancy lease expense and tech transfer     2,989       1,801    
Adjusted EBITDA (Non-GAAP)   $ 9,556     $ 3,242    



VERICEL CORPORATION

RECONCILIATION OF FREE CASH FLOW (NON-GAAP MEASURE)

(in thousands – unaudited)

    Three Months Ended March 31,  
      2026       2025    
Net cash provided by operating activities   $ 16,383     $ 6,600    
Capital expenditures     (1,257 )     (14,212 )  
Free cash flow (Non-GAAP)   $ 15,126     $ (7,612 )  
           
Net cash used in investing activities   $ (4,201 )   $ (15,142 )  
Net cash (used in) provided by financing activities   $ (2,979 )   $ 3,198    



VERICEL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands – unaudited)

    March 31,   December 31,
    2026
  2025
ASSETS        
Current assets:        
Cash and cash equivalents   $ 109,295   $ 100,092
Short-term investments     36,045     37,407
Accounts receivable (net of allowance for doubtful accounts of $13 and $13, respectively)     72,383     84,634
Inventory     18,351     17,560
Other current assets     7,990     7,744
Total current assets     244,064     247,437
Property and equipment, net     107,113     108,397
Intangible assets, net     5,469     5,625
Right-of-use assets     63,409     64,774
Long-term investments     65,284     61,395
Other long-term assets     288     341
Total assets   $ 485,627   $ 487,969
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable   $ 19,009   $ 15,828
Accrued expenses     13,967     19,236
Current portion of operating lease liabilities     14,063     13,969
Other current liabilities     116     116
Total current liabilities     47,155     49,149
Operating lease liabilities     80,362     82,284
Other long-term liabilities     1,879     1,896
Total liabilities     129,396     133,329
Total shareholders’ equity     356,231     354,640
Total liabilities and shareholders’ equity   $ 485,627   $ 487,969



ZenaTech To Enter Australian Market Through Drone as a Service Acquisition of an Established Land Surveying and Spatial Services Company Serving Government and Infrastructure Clients

22nd acquisition expands AI autonomy and Drone as a Service platform into Asia-Pacific infrastructure markets

VANCOUVER, British Columbia, May 07, 2026 (GLOBE NEWSWIRE) — ZenaTech, Inc. (Nasdaq: ZENA) (FSE: 49Q) (BMV: ZENA) (“ZenaTech”), a technology solution provider specializing in AI (Artificial Intelligence) drone, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, announces it recently signed a binding agreement, subject to regulatory approvals, to acquire a Brisbane-headquartered Australian land surveying and spatial services firm with offices in Gladstone and on the Sunshine Coast in Queensland. This will mark the Company’s 22nd DaaS acquisition and its first major expansion into Australia, establishing a strategic foothold in the country with a three-office footprint in Queensland, and a launchpad into the Asia-Pacific region. The acquisition, once complete, will also strengthen the Company’s customer base in infrastructure, public works, and natural resources sectors.

“Australia represents a strategically important market itself with strong long-term demand across infrastructure, public works, and resource-driven industries including mining, energy, and related sectors. Strategically, it also expands ZenaTech’s access into the Asia-Pacific corridor, which provides the potential to significantly expand our global footprint,” said Shaun Passley, Ph.D., CEO of ZenaTech. “This transaction supports our long-term vision of building a scalable AI autonomy platform through DaaS, digitizing and improving legacy services with our drones, in a technology-led business through disciplined execution, while advancing long-term shareholder value.”

The 35-year-established geospatial and surveying services provider has a long-standing track record of delivering precision surveying and spatial data solutions to government, public works, infrastructure, and commercial clients across large-scale civil and construction projects. Its service offering spans traditional surveying, advanced geospatial mapping, and LiDAR-based data capture, supporting high-accuracy planning and execution for complex infrastructure environments.

This acquisition integrates seamlessly into ZenaTech’s Drone as a Service platform, supported by the acquisition’s existing use of drone-enabled workflows, established geospatial capabilities, existing client base, and data-driven operations. ZenaTech plans to leverage this foundation to accelerate the deployment of standardized drone-based surveying and infrastructure solutions across key customer segments, enhancing scalability and operational efficiency. The transaction further strengthens ZenaTech’s acquisition-led strategy building a globally integrated DaaS network consisting of recurring, technology-enabled services.

ZenaTech’s Drone as a Service platform is designed to provide business and government clients with convenient subscription and usage-based access to fast and superior AI drone-base, turnkey services for a host of surveying, inspection, maintenance, power washing, inventory management, and precision agriculture services. There is no need for capital costs or the operational burdens of ownership including regulatory compliance or finding drone pilots. By acquiring established, profitable service companies using low-tech and manual processes poised for AI drone innovation, ZenaTech is building a global, multi-service DaaS network of locations in communities anchored by longstanding, existing customers and revenue, for next-gen drone integration designed for speed, precision, data, and safety benefits. The company has a total of 25 international DaaS locations and is continuing to expand its network and portfolio of services. 

About ZenaTech

ZenaTech, Inc. (Nasdaq: ZENA) (FSE: 49Q) (BMV: ZENA) is a technology company that specializes in AI autonomy drone platforms to transform industrial, government, and defense sectors. Its subsidiaries include drone manufacturing through ZenaDrone, a global Drone as a Service (DaaS) business, and a separate enterprise SaaS division of multiple software brands. The Company is executing an acquisition-led DaaS roll-up strategy to digitize and automate legacy service industries like land surveys and inspections, driving drone-based scalable, recurring revenue growth. With an operating footprint spanning North America, Europe, the Middle East, and Asia, ZenaTech is advancing AI drones for agriculture and logistics, as well as ISR, cargo, and counter-UAS applications for U.S. defense and NATO allies. The company is investing in next-generation technologies, including drone swarms, quantum computing, and advanced AI autonomy to capture long-term opportunities in key markets through its R&D initiatives.

About ZenaDrone

ZenaDrone, a subsidiary of ZenaTech, develops and manufactures AI-powered multifunction autonomous drone solutions integrating machine learning, predictive analytics, and advanced computing technologies, for government, defense, and industrial applications. This includes multifunctional drones for surveying, inspections, logistics, security, and defense applications. Its product portfolio includes the ZenaDrone 1000 for ISR defense and specialized cargo, the IQ Nano for indoor inventory management and security, the IQ Square for outdoor inspections and maintenance, the IQ Quad for land surveying, and the IQ Aqua for underwater applications. ZenaDrone operates three global manufacturing facilities in Arizona, Dubai, and Taiwan, and is advancing counter-UAS maritime interceptor drones and an integrated defense system.

Contacts for more information:

Company, Investors, and Media:
Linda Montgomery
ZenaTech
312-241-1415
[email protected]

Investors:
Michael Mason
CORE IR
[email protected]

Safe Harbor

This press release and related comments by management of ZenaTech, Inc. include “forward-looking statements” within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of ZenaTech and reflects management’s expectations and projections regarding ZenaTech’s growth, results of operations, performance, and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking statements.  Forward-looking information in this document includes, but is not limited to ZenaTech’s expectations regarding its revenue, expenses, production, operations, costs, cash flows, and future growth; expectations with respect to future production costs and capacity; ZenaTech’s ability to deliver products to the market as currently contemplated, including its drone products including ZenaDrone 1000, IQ Square and IQ Nano; ZenaTech’s ability to develop products for markets as currently contemplated; ZenaTech’s anticipated cash needs and it’s needs for additional financing; ZenaTech’s intention to grow the business and its operations and execution risk; expectations with respect to future operations and costs; the volatility of stock prices and market conditions in the industries in which ZenaTech operates; political, economic, environmental, tax, security, and other risks associated with operating in emerging markets; regulatory risks; unfavorable publicity or consumer perception; difficulty in forecasting industry trends; the ability to hire key personnel; the competitive conditions of the industry and the competitive and business strategies of ZenaTech; ZenaTech’s expected business objectives for the next twelve months; ZenaTech’s ability to obtain additional funds through the sale of equity or debt commitments; investment capital and market share; the ability to complete any contemplated acquisitions; changes in the target markets; market uncertainty; ability to access additional capital, including through the listing of its securities in various jurisdictions; management of growth (plans and timing for expansion); patent infringement; litigation; applicable laws, regulations, and any amendments affecting the business of ZenaTech and other related risks ‎‎‎and uncertainties disclosed under the ‎heading “Risk Factors“ ‎‎‎‎in the Company’s Form F-1, Form 20-F and other filings filed ‎‎‎with the United States Securities and Exchange Commission (the “SEC”) on EDGAR through the SEC’s website at www.sec.gov. The Company undertakes ‎‎‎no obligation to update forward-‎looking ‎‎‎‎information except as required by applicable law. Such forward-‎‎‎looking information represents ‎‎‎‎‎managements’ best judgment based on information currently available. ‎‎‎No forward-looking ‎‎‎‎statement ‎can be guaranteed and actual future results may vary materially. ‎‎‎Accordingly, readers ‎‎‎‎are advised not to ‎place undue reliance on forward-looking statements or ‎‎‎information.‎



Marcus Corporation to Hold Virtual Annual Shareholders’ Meeting May 21, 2026

Marcus Corporation to Hold Virtual Annual Shareholders’ Meeting May 21, 2026

MILWAUKEE–(BUSINESS WIRE)–The Marcus Corporation (NYSE: MCS) today announced it will hold its virtual Annual Meeting of Shareholders on Thursday, May 21, 2026, beginning at 9:00 a.m. Central/10:00 a.m. Eastern time. The business portion of the meeting will be followed by a shareholder question and answer session.

Shareholders of record may vote their shares electronically, online, by mail or by phone prior to the virtual Annual Meeting. Shareholders may also vote their shares online during the meeting. The record date for shareholders entitled to vote at the virtual Annual Meeting is March 24, 2026. The company’s proxy statement was furnished to shareholders beginning on April 7, 2026. Proxy materials are available online at proxyvote.com.

Shareholders and interested parties can listen to a live audio webcast and view presentation materials of the meeting by logging onto the investor relations section of the company’s website: investors.marcuscorp.com or through this link: virtualshareholdermeeting.com/MCS2026. Only shareholders who log-in to the virtual meeting and register with their control number will be able to vote and ask questions during the meeting. Attendees should log on at least 10 minutes prior to the start of the meeting to download and install any necessary software. The meeting will be available for replay through August 21, 2026.

About Marcus Corporation

Headquartered in Milwaukee, Marcus Corporation is a leader in the entertainment and hospitality industries, with significant company-owned real estate assets. Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 975 screens at 77 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The company’s hospitality division, Marcus® Hotels & Resorts, owns and/or manages 17 hotels, resorts and other properties in eight states. For more information, please visit the company’s website at www.marcuscorp.com.

For additional information, contact:

Chad Paris

(414) 905-1100

[email protected]

KEYWORDS: Wisconsin United States North America

INDUSTRY KEYWORDS: Film & Motion Pictures Lodging Other Entertainment Entertainment Travel

MEDIA:

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Orion Digital Reports Q1 2026: Adjusted EBITDA +46% Year-over-Year, Cash +97% Year-over-Year; New Intelligent Investing App Released

Orion Digital Reports Q1 2026: Adjusted EBITDA +46% Year-over-Year, Cash +97% Year-over-Year; New Intelligent Investing App Released

Wealth AUM of $495.6M, +14% Year-over-Year

Wealth Revenue of $3.9M, +12% Year-over-Year

EU Payments Volume of $2.7B, +12% Year-over-Year

Total Cash, Marketable Securities and Investments of $35.4M

Orion Digital reports in Canadian dollars and in accordance with IFRS

VANCOUVER, British Columbia–(BUSINESS WIRE)–
Orion Digital Corp. (NASDAQ: ORIO; TSX: ORIO)(“Orion Digital” or the “Company”) today reported financial results for the first quarter ended March 31, 2026 – the Company’s first quarter operating under the Orion Digital name following the rebrand from Mogo Inc. effective December 29, 2025.

Q1 2026 results reflect continued execution of Orion Digital’s strategy of building platforms for the AI-driven financial system: Intelligent Investing in Canadian digital wealth and Carta Worldwide in European payments infrastructure, supported by a consumer lending portfolio that generates operating cash flow to fund investment in the platforms. The quarter saw Adjusted EBITDA1 grow 46% year-over-year and the cash position strengthened by 97% year-over-year, reflecting the deliberate conversion of non-core holdings into operating capital. The Company also recently released the new Intelligent Investing app, an important milestone in the development of its next-generation wealth platform.

In conjunction with Q1 results, the Company is including a KPI scorecard to provide visibility into the operating performance of each platform alongside corporate-level metrics.

Q1 2026 KPI Scorecard

Q1 2026

Q1 2025

YoY Change

Wealth Platform

 

 

 

Assets under management (at March 31)

$495.6M

$436.3M

+14%

Wealth revenue

$3.9M

$3.5M

+12%

 

 

 

Payments Platform (Carta)

 

 

 

EU transaction volume

$2.7B

$2.4B

+12%

Adjusted payments revenue1

$2.3M

$2.3M

0%

 

 

 

Lending & Other

 

 

 

Cash provided by operations before investment in gross loans receivable1

$4.0M

$3.8M

+6%

 

 

 

Corporate

 

 

 

Cash & restricted cash

$25.6M

$13.0M

+97%

Total cash, marketable securities and investments

$35.4M

$38.8M

(9%)

Adjusted EBITDA

$1.5M

$1.1M

+46%

Q1 2026 Financial Detail

Total revenue was $16.9 million in Q1 2026 compared to $17.3 million in Q1 2025. Excluding revenue from non-core businesses exited during 2025, adjusted revenue(1) increased 2% year-over-year, reflecting growth in the Wealth and Payments platforms as well as growth in other subscription-related revenue.

Subscription and services revenue totaled $10.5 million, representing 63% of total revenue. Excluding revenue from exited businesses, adjusted subscription and services revenue(1) increased 7% year-over-year.

  • Wealth revenue increased 12% year-over-year to $3.9 million

  • Payments revenue was $2.3 million, consistent year-over-year on an adjusted basis excluding exited Canadian payments operations

  • Other subscription and services revenue was $4.3 million, growing 6% year-over-year on an adjusted basis(1) (excluding the exited legacy institutional brokerage business)

Gross profit was $11.6 million, with gross margin expanding from 67% to 69%. Adjusted EBITDA was $1.5 million, an increase of 46% from Q1 2025. Cash flow from operating activities before investment in gross loans receivable was $4.0 million, up 6%. Net loss was $5.8 million in Q1 2026 compared to $11.9 million in Q1 2025, an improvement of 51% year-over-year. This improvement primarily reflects a lower non-operating revaluation loss in Q1 2026 compared to Q1 2025.

Management Commentary

David Feller, Founder & CEO

“We recently released the new Intelligent Investing app – for us, this is the moment several years of platform building become operational. The release brings managed and self-directed investing into the same platform and lays the foundation for what we believe can be the most effective capital allocation system designed for long-term compounding. We view this release not as the completion of the product vision but as the transition from concept to a live operational system serving real users.

“Over the past two decades, much of the retail investment industry has been positioned around themes of democratization, access, and empowerment. The reality of the products has gone in a different direction. Prediction markets sit alongside retirement accounts. Trading interfaces add leverage and frictionless speculation. User experiences are designed for engagement rather than outcome. The product underneath has been hollowed out, and engagement is the only inventory left.

“Intelligent Investing is built around a different thesis. Long-term wealth is created through disciplined capital allocation, not through the frequency of decisions. AI is compressing the information edge that justified the trading-platform business model for two decades, and as that edge approaches zero, the distinction between platforms designed for compounding and platforms designed for engagement becomes the entire game. With this release now live, we are positioned to scale Intelligent Investing and we expect to increase marketing investment in the second half of the year. Phase 2 of the platform rollout is expected to be completed in line with our previously communicated first-half 2026 timeline. We are building for what comes next.”

Greg Feller, President & CFO

“Q1 demonstrated meaningful operational progress across the business. Adjusted EBITDA grew 46% year-over-year to $1.5 million, with gross margin expanding from 67% to 69% as our revenue mix continues to shift toward higher-margin platform revenue. Wealth revenue grew 12% as Intelligent Investing scaled, European transaction volume at Carta grew 12%, and adjusted other subscription and services revenue grew 6%.

“The cash position strengthened materially in the quarter. The Company holds $35.4 million in total cash, marketable securities and investments at quarter-end. Within that, cash and restricted cash of $25.6 million is up 97% year-over-year primarily reflecting the deliberate conversion of non-core holdings into operating cash, including the monetization of our WonderFi position (WonderFi agreed to be acquired by Robinhood Markets (NASDAQ: HOOD) in 2025). This is one of the most significant balance sheet improvements in the Company’s recent history, and it positions us with meaningful operating flexibility going forward.”

Wealth Platform (Intelligent Investing)

Intelligent Investing represents the largest single growth opportunity in front of the Company. Recently, the Company released the new Intelligent Investing app on the App Store, marking an important milestone in the development of its next-generation wealth platform.

The current release establishes the foundational infrastructure for the broader Intelligent Investing system, including integrated managed and self-directed investing capabilities, enhanced portfolio infrastructure, improved performance and reliability, expanded portfolio insights, and the behavioral framework that will underpin future product development.

Over the coming quarters, the Company expects to continue expanding the platform with additional investing, research, calibration, and decision-support capabilities designed to improve long-term investor outcomes and capital allocation behavior.

The Intelligent Investing platform is being built around a fundamentally different philosophy than traditional trading platforms. Rather than optimizing for trading activity and short-term engagement, the Company’s objective is to build a system designed to improve decision quality, investing discipline, and long-term wealth creation.

The Company expects Phase 2 of the platform rollout, including the continued expansion of self-directed investing functionality and additional core platform capabilities, to be completed in line with previously communicated first-half 2026 expectations.

Wealth revenue grew 12% year-over-year to $3.9 million in Q1 2026, with assets under management of $495.6 million at March 31, 2026 representing 14% growth year-over-year.

The Company expects to increase marketing investment in Intelligent Investing during the second half of 2026 to support continued platform expansion and adoption.

As Charlie Munger said: “Show me the incentive, and I will show you the outcome.”

Payments Platform (Carta Worldwide)

European transaction volume in Q1 2026 reached $2.7 billion, growing 12% year-over-year from $2.4 billion in Q1 2025, with full-year 2025 European volume of $11.1 billion. Q1 2026 payments revenue was consistent with prior year on an adjusted basis at $2.3 million.

As payments increasingly become AI-mediated and agent-initiated, the authorization layer Carta operates in is positioned to be one of the most strategically important parts of the payments stack. Carta provides the infrastructure that authorizes transactions, enforces program rules, and connects payment activity to regulated settlement networks, the critical control point for risk, compliance, and program integrity in an increasingly automated payments environment.

Carta has a long history of supporting clients that have scaled meaningfully – UK-based Wise during earlier phases of its growth, and other anchor European programs that continue to operate at meaningful scale today. The Company believes Carta operates with a structurally competitive pricing position in European issuer processing and sees meaningful opportunity to expand both within its existing client base and selectively in new accounts on the basis of that pricing advantage.

The Company is also evaluating stablecoin-based infrastructure for selected cross-border payment flows where it can improve settlement speed, transparency, and cost efficiency, subject to applicable regulatory, partner, and risk-management requirements.

Lending Portfolio — Cash Flow That Funds Platform Investment

The consumer lending portfolio is managed for cash flow rather than for origination growth. In Q2 2026, the Company is temporarily reducing loan originations by approximately 50% from Q1 levels. The intent is to allow investors to see clearly what the business produces under this scenario. With reduced origination activity, the existing loan book generates cash without the offsetting customer acquisition and incremental provision costs the Company incurs at full deployment pace. This is temporary modulation, not a run rate.

The Company expects originations to step back up during the second half of 2026, with the timing and pace of the ramp managed in line with the Company’s capital allocation priorities. The H2 cash deployment supports both this origination ramp and increased marketing investment in the Intelligent Investing platform.

Cash flow generated by the lending portfolio is recycled into investment in the Wealth and Payments platforms in accordance with the Company’s milestone-gated capital allocation framework.

Capital Allocation Framework

The Company manages capital allocation around clear priorities: reinvestment in the Wealth and Payments platforms, opportunistic share repurchases when intrinsic value exceeds market value, and retention of liquidity to support operating flexibility. Approximately 7% of outstanding shares have been retired since June 2022 under the Company’s buyback program, with a Nasdaq share repurchase authorization of up to $10 million remaining in place. The Company continues to hold a Bitcoin position acquired under its previously announced treasury strategy as a long-term store of value.

2026 Outlook

The outlook that follows constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Orion Digital’s control.

We are providing updated guidance:

  • Q2 2026 Adjusted EBITDA2: $2.5 million to $3.5 million
  • Full-year 2026 Adjusted EBITDA2: $6.0 million to $7.0 million
  • Consolidated revenue: modestly lower year-over-year

We are reducing Q2 loan originations by approximately 50% from Q1 levels. We want investors to see clearly what the business produces under this scenario. With reduced new origination activity, the existing loan book generates cash without the offsetting customer acquisition and incremental provision costs we incur at full deployment pace. The Q2 Adjusted EBITDA guide reflects that.

This is temporary modulation, not a run rate.

We are guiding second-half Adjusted EBITDA lower than the first half as we ramp up origination volume again and increase marketing investment, including for Intelligent Investing following its Phase 2 roll out.

1Non-IFRS measure. For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures” in the Company’s MD&A for the period ended March 31, 2026.

2Adjusted EBITDA is a non-IFRS measure. Management has not reconciled these forward-looking non-IFRS measures to their most directly comparable IFRS measure, net loss before tax. This is because the Company cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain IFRS components of such reconciliations due to market-related assumptions that are not within our control as well as certain legal or advisory costs, tax costs or other costs that may arise. For these reasons, management is unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable IFRS measures.

Conference Call & Webcast

Orion Digital will host a conference call to discuss its Q1 2026 financial results today, Thursday, May 7, 2026 at 11:00 a.m. ET. The call will be hosted by David Feller, Founder and CEO, and Greg Feller, President and CFO. To participate in the call, dial (289) 514-5100 or (800) 717-1738 (International) using conference ID: 63182. The webcast can be accessed at orion-digital.com/events. Listeners should access the webcast or call 10-15 minutes before the start time to ensure they are connected. A replay is available at (289) 819-1325 or (888) 660-6264 until May 14, 2026; Playback code 63182#.

Non-IFRS Financial Measures

This press release makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted other subscription and services revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by (used in) operating activities before investment in gross loans receivable, to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. For more information, please see “Non-IFRS Financial Measures” in our Management’s Discussion and Analysis for the period ended March 31, 2026, which is available at www.sedarplus.com and at www.sec.gov.

The following tables present a reconciliation of each non-IFRS financial measure to the most comparable IFRS financial measure.

Adjusted Total Revenue

($000s)

 

 

 

Three months ended

 

March 31,

2026

 

March 31,

2025

Total revenue

$16,856

 

$17,330

Less:

 

 

 

Legacy institutional brokerage business revenue

 

(591)

Canadian payments revenue

 

(249)

Adjusted revenue

16,856

 

16,490

Adjusted Subscription and Services Revenue

($000s)

 

 

 

Three months ended

 

March 31,

2026

 

March 31,

2025

Subscription and services revenue

$10,536

 

$10,731

Less:

 

 

 

Legacy institutional brokerage business revenue

 

(591)

Canadian payments revenue

 

(249)

Adjusted subscription and services revenue

10,536

 

9,891

Adjusted Payments Revenue

($000s)

 

 

 

Three months ended

 

March 31,

2026

 

March 31,

2025

Payments revenue

$2,307

 

$2,555

Less:

 

 

 

Canadian payments revenue

 

(249)

Adjusted payments revenue

2,307

 

2,306

Adjusted other Subscription and Services revenue

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,

2026

 

March 31,

2025

Other Subscription and Services revenue

 

$4,338

 

$4,695

Less:

 

 

 

 

Legacy institutional brokerage business revenue

 

 

(591)

Adjusted other Subscription and Services revenue

 

4,338

 

4,104

Adjusted EBITDA

($000s)

 

 

 

 

 

 

Three months ended

 

 

March 31,

2026

 

March 31,

2025

Net (loss) income

 

$(5,812)

 

$(11,871)

Credit facility interest expense

 

1,372

 

1,446

Debenture and other financing expense

 

746

 

913

Accretion related to debentures

 

131

 

154

Stock-based compensation

 

229

 

475

Depreciation and amortization

 

2,026

 

1,954

Revaluation loss (gain)

 

2,863

 

7,662

Other non-operating (income) expense

 

72

 

416

Income tax recovery

 

(99)

 

(99)

Adjusted EBITDA

 

1,528

 

1,050

Cash Provided by (used in) Operations before Investment in Gross Loans Receivable

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,

2026

 

March 31,

2025

Cash provided by (used in) operating activities

 

$(419)

 

$560

Net issuance of loans receivable

 

(4,434)

 

(3,210)

Cash provided by operations before investment in gross loans receivable

 

4,015

 

3,770

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities legislation, including statements regarding the Company’s capital allocation strategy, Orion Digital’s strategic initiatives including in respect of its wealth management and payments platforms and financial outlook for 2026. Forward-looking statements are typically identified by words such as “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at the time of preparation, are inherently subject to significant business, economic and competitive uncertainties and contingencies, and may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Orion Digital’s growth, its ability to expand into new products and markets and its expectations for its future financial performance are subject to a number of conditions, many of which are outside of Orion Digital’s control, including the receipt of any required regulatory approval. For a description of the risks associated with Orion Digital’s business please refer to the “Risk Factors” section of Orion Digital’s current annual information form, which is available at www.sedarplus.com and www.sec.gov. Except as required by law, Orion Digital disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

About Orion Digital Corp.

Orion Digital Corp. (NASDAQ: ORIO; TSX: ORIO) operates digital wealth and payments infrastructure platforms generating recurring subscription and services revenue. Its Intelligent Investing platform provides digital wealth management solutions in Canada, and its wholly owned subsidiary Carta Worldwide provides issuer processing and payments infrastructure across Europe. The Company also operates a consumer lending business with over 20 years of operating history that generates cash flow and is managed with a focus on stability and risk control.

Investor Relations

[email protected]

US Investor Relations Contact

Lytham Partners, LLC

Ben Shamsian

New York | Phoenix

[email protected]

(646) 829-9701

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Software Finance Asset Management Artificial Intelligence Professional Services Technology Apps/Applications Fintech

MEDIA:

Inspired Reports First Quarter 2026 Results


  • First Quarter Revenue of $57.2 million; Revenue excluding the former UK holiday parks business and restructured pubs business up 15% year-over-year



    1


  • First Quarter Net Operating Income of $9.2 million, Net Loss of $0.5 million and Adjusted Net Loss of $0.7 million

  • Adjusted EBITDA of $23.7 million, up 29% from prior year, generating a 41% Adjusted EBITDA Margin, driven by portfolio optimization and growth in higher-margin Interactive segment

  • Interactive Revenue and Adjusted EBITDA up 38% and 53% year-over-year, respectively

  • First quarter Free Cash Flow of $15.8 million



    2


  • Repaid $13.3 million of principal of senior secured notes and repurchased 387,230 shares of common stock for $2.6 million

  • Reiterating full year 2026 Adjusted EBITDA target range of $112 million to $118 million



    3


NEW YORK, May 07, 2026 (GLOBE NEWSWIRE) — Inspired Entertainment, Inc. (“Inspired” or the “Company”) (NASDAQ: INSE), a leading B2B provider of gaming content, technology, hardware and services, today reported financial results for the first quarter ended March 31, 2026.

“Our first-quarter results reflect the execution of our strategy and the quality of our underlying business,” said Brooks Pierce, President and CEO of Inspired Entertainment. “While reported revenue declined 5% year over year due to the divestiture and pubs restructuring, our core business continues to deliver solid growth and momentum. Importantly, Adjusted EBITDA increased 29% despite these actions and against a prior-year period that included the holiday parks business, demonstrating the scalability of our model and the benefits of our shift toward higher margin segments.

Content remains our key differentiator, driving continued market share gains and outperformance across both Interactive and Retail Solutions. This above-market growth is being driven by a steady cadence of high-quality game releases, increased premium placements, and a strong distribution network across online and retail channels. Despite the near doubling of the UK remote gaming duty in April, we continue to gain share, driving our Interactive revenue growth within the market.

Our retail business has also outperformed expectations, reflecting the quality of our content and the success of our new machines. While Virtual Sports Adjusted EBITDA was slightly down in the quarter, we expect improvement in the second half of the year, driven by broader distribution and the rollout of our new Virtual Soccer product ahead of the World Cup. Overall, we have a strong pipeline of new content, new customer launches, and continued geographic expansion, and believe we are well positioned to sustain this momentum and deliver on our 2026 targets.”

Summary of First Quarter ended March 31, 2026 – Segment Financial Results


(unaudited)

    Three Months Ended

March 31,
  Reported Variance   Currency Movement 2026

2
    Functional Currency Variance  
(In $ millions, except per share amounts)     2026       2025
    %   $     %  

Total Revenue
                       
Retail Solutions   $31.8     $39.6     (20%)   $1.9       (25%)  
Virtual Sports     8.7       8.7         0.6       (7%)  
Interactive     16.7       12.1     38%     1.1       29%  
Total Revenue   $
57.2
    $
60.4
    (5
%)
  $
3.6
      (11
%)
 
Net operating income     9.2       1.6     475%     0.4       450%  
                         
Net (loss)     (0.5)       (0.1)     400%     (0.4
)
         
                         
Net (loss) per basic and diluted share   ($
0.02
)
    $
0.00
    NM

3
  NM     NM  
                         

Non-GAAP Financial Measures
                       

Adjusted EBITDA



1

                       
Retail Solutions   $14.3     $11.0     30%   $1.0       20%  
Virtual Sports     6.1       6.3     (3%)     0.4       (10%)  
Interactive     11.8       7.7     53%     0.8       42%  
Corporate     (8.5)       (6.6)     (29%)     (0.7)       (17%)  
Total Company Adjusted EBITDA

1
  $
23.7
    $
18.4
    29
%
  $
1.5
      21
%
 
Adjusted EBITDA Margin

1
    41
%
      30
%
                 
                         
Adjusted net (loss) income1   ($0.7)     $3.8     NM   NM     NM  
Adjusted net (loss) income per diluted share   ($
0.02
)
    $
0.13
    NM   NM     NM  
                         

1

Reconciliation to US GAAP shown below.

2

Currency movement calculated by translating
202
6
and
202
5
performances at
202
5
exchange rates.

3Percentage/dollar change is not meaningful.
 

Lorne Weil, Executive Chairman of Inspired, continued, “We have been deliberate in reshaping the business toward a more digital, higher-margin model, and our results validate that strategy. Importantly, our Retail Solutions business is also performing well under a capital-light model, delivering growth, improved efficiency and higher margin alongside Interactive. We are gaining share, expanding profitability, and increasing financial flexibility; creating greater optionality as we deploy capital to the highest-return opportunities.

We generated $15.8 million of Free Cash Flow2 in the quarter. We also repaid $13.3 million of debt and repurchased $2.6 million of shares of our common stock, bringing our net leverage down to approximately 3.0x from 3.3x at year-end 20254, demonstrating our disciplined approach to capital allocation and commitment to stockholder returns. While Free Cash Flow will fluctuate quarter to quarter primarily due to the timing of semi-annual interest payments, we continue to expect full year Free Cash Flow conversion to exceed 20%, with increasing contribution from earnings quality over time.”

We believe we are well positioned for the remainder of the year and reiterate our 2026 Adjusted EBITDA target range of $112 million to $118 million3. Given the operating leverage in the business, we now see a path to EBITDA margins of up to 45% for the full year. This positions us well to deliver sustained growth, improved cash generation, and long-term shareholder value creation.”


Recent Highlights

Corporate & Capital Allocation

  • Cash remains consistent with 4Q 2025 levels despite discretionary capital deployment, including:

    • Repayment of $13.3 million (£10.0 million) of debt principal (1Q 2026).
    • Repurchase of 387,230 shares of our common stock for $2.6 million (1Q 2026).

Interactive

  • Inspired rises to #4 supplier in the April slot index rankings for Eilers US Online Game Performance Report

    5
    , with three themes in the Top 25 Slots, including Wolf It Up Again™ and Coin Inferno Step N Stack™ (1Q 2026).
  • Secured Alberta iGaming supplier license with a planned launch date in 3Q 2026.

Retail Solutions

  • Signed long-term contract extension as the exclusive provider of gaming terminals and content to Paddy Power, a bookmaker that owns and operates betting shops across the UK and Ireland and a core brand within Flutter Entertainment plc (LSE: FLTR) (2Q 2026).
  • Completed installation of new customer Jenningsbet in the UK LBO market with 120 Vantage terminals installed in 1Q 2026 for a total of 574 terminals.
  • Gained market share in the UK and Greece, supported by upgraded terminals driving cash box growth ahead of the market.
  • Secured Genting Casino order of 300 Velos electronic table games, following a 100-terminal trial, with units expected in the second half of 2026.

Virtual Sports

  • Extended global reach through a SaaS distribution agreement with Playtech, enabling Inspired’s Virtuals content and cloud-native platform to be delivered across Playtech’s established global operator network (2Q 2026).
  • Expanded partnership with BetMGM and Borgata to bring Virtual Sports to their New Jersey sportsbook; the first US Tier One operator to integrate Virtual Sports into their sportsbook tab (1Q 2026).
  • Secured multi-year extensions with key operators, bet365 and Entain (1Q 2026).


Outlook

  • Management remains confident in its strategic direction and ability to deliver profitable growth in 2026. The continued expansion of the higher-margin digital businesses and increasing operating leverage support improved earnings quality and stronger free cash flow generation, driving long-term shareholder value.
  • Management reaffirms full year 2026 Adjusted EBITDA target range of $112 million to $118 million3, while increasing the Adjusted EBITDA margin target to up to 45%, from approximately 43%. This incorporates the expected impact of the UK online gaming tax changes effective as of April 2026.
  • Post-divestiture of the UK holiday parks business, we expect earnings to be more streamlined and less seasonal on a comparable basis, with Adjusted EBITDA expected to grow sequentially throughout the year.


Non-GAAP Financial Measures


We use non-GAAP financial measures, including Adjusted EBITDA, to analyze our operating performance. We use these financial measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures. There are no uniform rules for defining and using non-GAAP financial measures, and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation of non-GAAP financial information should not be considered in isolation from, as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S. GAAP financial statements.

We define our non-GAAP financial measures as follows:


EBITDA
is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.


Adjusted EBITDA
is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension plans. Additional adjustments are made for items considered outside the normal course of business, including (1) restructuring costs, which include charges attributable to employee severance, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs, (3) gains or losses not in the ordinary course of business and (4) the costs of the restatement of previously issued financial statements.

We believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss, because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.


Adjusted Net Income
is defined as net income (loss) excluding the effects of certain exclusions and adjustments. Such excluded amounts include income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension plans. Additional adjustments are made for items considered outside the normal course of business, including (1) restructuring costs, which include charges attributable to employee severance, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs and (3) gains or losses not in the ordinary course of business. These items have been adjusted to reflect the tax impact from excluding them from net income (loss).


Adjusted Net Income per diluted share
is computed by dividing the Adjusted Net Income by the weighted-average number of common shares outstanding during the period, including the effects of any potentially dilutive securities, including RSUs, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted method, unless the inclusion would be anti-dilutive.


Functional Currency at Constant rate.
Currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior year quarter, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior year quarter average GBP: USD rate, as a proxy for functional currency at constant rate movement.


Currency Movement
represents the difference between the results in our reporting currency (USD) and the results on a functional currency at constant rate basis.

Reconciliations from net income (loss), as shown in our Consolidated Statements of Operations and Comprehensive Loss, to Adjusted EBITDA are shown below.


Conference Call and Webcast


Inspired management will host a conference call and simultaneous webcast at 9:00 a.m. ET / 2:00 p.m. in the UK on Thursday, May 7, 2026 to discuss the financial results and general business trends.


Telephone:
The dial-in number to access the call live is 1-800-715-9871 (US) or 1-646-307-1963 (International). Participants should ask to be joined into the Inspired Entertainment call.


Webcast:
A live audio-only webcast of the call can be accessed through the “Events and Presentations” page of the Company’s website at www.inseinc.com under the Investors link. Please follow the registration prompts.


Replay:
A replay of the webcast will be available on the Company’s website at www.inseinc.com, along with a copy of this press release and an investor slide presentation.


About Inspired Entertainment, Inc.


With a proven track record of innovation, Inspired is a leading provider of content, technology, hardware and services for licensed gaming, betting and lottery operators around the world. Inspired’s proprietary games resonate with players and deliver consistent performance for gaming operators across interactive, virtual sports, and retail gaming environments. Inspired’s content and gaming systems are designed to work together across digital and retail channels, enabling scalable deployment and a consistent player experience. Through this integrated content-led approach, Inspired helps operators strengthen their offerings, drive engagement, and deliver compelling player experiences. 

Additional information can be found at www.inseinc.com.


Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to bring certain of our products to customers in the various markets in which we operate and execute on our strategic plan, statements regarding expectations with respect to potential new customers and statements regarding our anticipated financial performance. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “expect,” “estimate,” “plan,” “will,” “would” and “project” and other similar expressions that indicate future events or trends or are not statements of historical matters. These statements are based on Inspired management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Inspired’s control and all of which could cause actual results to differ materially from the results discussed in the forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing Inspired’s views as of any subsequent date. We cannot guarantee that the results anticipated by management, as set forth herein, will be realized or, even if realized, will have the expected effects on our results of operations or financial performance. Such results may be affected by, among other things, the “Risk Factors” section of Inspired’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent quarterly reports on Form 10-Q, which are available, free of charge, on the U.S. Securities and Exchange Commission’s website at www.sec.gov. Inspired does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as required by law.


Contact

:

For Investors

[email protected] 

For Press and Sales

[email protected]

INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(in millions, except share and per share data) (Unaudited)
       
    Three Months Ended March 31,  
    2026     2025  
Revenue:                
Service   $ 53.3     $ 57.0  
Product sales     3.9       3.4  
Total revenue     57.2       60.4  
                 
Cost of sales:                
Cost of service(1)     (8.6 )     (15.0 )
Cost of product sales(1)     (2.6 )     (2.9 )
                 
Selling, general and administrative expenses     (24.3 )     (30.3 )
Depreciation and amortization     (12.5 )     (10.6 )
Net operating income     9.2       1.6  
                 
Other expense                
Interest expense, net     (10.5 )     (7.0 )
Other finance income     0.1       0.2  
Total other expense, net     (10.4 )     (6.8 )
                 
Net loss before income taxes     (1.2 )     (5.2 )
                 
Income tax benefit     0.7       5.1  
Net loss     (0.5 )     (0.1 )
                 
Other comprehensive income (loss):                
Foreign currency translation gain (loss)     1.4       (0.4 )
Change in fair value of hedging instrument     4.1        
Reclassification of gain on hedging instrument to comprehensive income     (0.1 )      
Reclassification of loss on pension plan to comprehensive income     0.2       0.2  
Other comprehensive income (loss)     5.6       (0.2 )
                 
Comprehensive income (loss)   $ 5.1     $ (0.3 )
                 
Net loss per common share – basic and diluted   $ (0.02 )   $ 0.00  
                 
Weighted average number of shares outstanding during the period – basic and diluted     29,288,997       28,973,938  
Supplemental disclosure of stock-based compensation expense                
Stock-based compensation included in:                
Selling, general and administrative expenses   $ (1.4 )   $ (1.4 )

  

(1) Excluding depreciation and amortization

INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
             
    March 31, 2026     December 31, 2025  
    (Unaudited)        
Assets                
Current assets                
Cash   $ 41.1     $ 42.0  
Restricted cash     1.2       1.3  
Accounts receivable, net     42.5       43.9  
Inventory     15.8       18.5  
Prepaid expenses and other current assets     37.9       46.8  
Corporate tax and other current taxes receivable     7.5       5.5  
Total current assets     146.0       158.0  
                 
Property and equipment, net     58.1       60.5  
Software development costs, net     22.8       22.7  
Other acquired intangible assets subject to amortization, net     13.1       14.0  
Goodwill     60.8       62.1  
Finance lease right of use asset     20.0       21.7  
Operating lease right of use asset     7.4       7.8  
Costs of obtaining and fulfilling customer contracts, net     12.1       12.1  
Deferred tax     64.2       65.3  
Other assets     16.7       15.7  
Total assets   $ 421.2     $ 439.9  
                 
Liabilities and Stockholders’ Deficit                
Current liabilities                
Accounts payable and accrued expenses   $ 44.0     $ 42.7  
Corporate tax and other current taxes payable     7.2       9.1  
Deferred revenue, current     8.3       7.1  
Operating lease liabilities     2.6       2.9  
Current portion of finance lease liabilities     4.2       4.3  
Other current liabilities     4.0       4.7  
Total current liabilities     70.3       70.8  
                 
Long-term debt     326.3       345.2  
Finance lease liabilities, net of current portion     12.6       13.8  
Deferred revenue, net of current portion     17.3       19.1  
Operating lease liabilities     5.9       6.1  
Other long-term liabilities     1.2       1.1  
Total liabilities     433.6       456.1  
                 
Commitments and contingencies            
                 
Stockholders’ deficit                
Preferred stock; $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.            
Common stock; $0.0001 par value; 49,000,000 shares authorized; 26,672,343 shares and 26,873,509 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively            
Additional paid in capital     396.2       394.9  
Accumulated other comprehensive income     53.4       47.8  
Accumulated deficit     (462.0 )     (458.9 )
Total stockholders’ deficit     (12.4 )     (16.2 )
Total liabilities and stockholders’ deficit   $ 421.2     $ 439.9  

INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) (Unaudited)
       
    Three Months Ended March 31,  
    2026     2025  
Cash flows from operating activities:                
Net loss   $ (0.5 )   $ (0.1 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     11.1       9.7  
Amortization of finance lease right of use asset     1.4       0.9  
Amortization of operating lease right of use asset     0.5       0.8  
Stock-based compensation expense     1.4       1.4  
Amortization of deferred financing fees relating to senior debt     1.0       0.5  
Deferred tax     (0.2 )     (1.9 )
Changes in assets and liabilities:                
Accounts receivable     0.7       15.1  
Inventory     2.4       (2.0 )
Prepaid expenses and other assets     10.7       (0.5 )
Corporate tax and other current taxes payable     (3.9 )     (11.3 )
Accounts payable and accrued expenses     2.2       14.3  
Deferred revenue and customer prepayment     0.1       1.6  
Operating lease liabilities     (0.6 )     (1.1 )
Pension contributions     (0.1 )     (0.2 )
Other long-term liabilities     0.5       (1.7 )
Net cash provided by operating activities     26.7       25.5  
                 
Cash flows from investing activities:                
Purchases of property and equipment     (3.7 )     (9.2 )
Purchases of capital software and internally developed costs     (3.4 )     (2.1 )
Contract cost expense     (3.0 )     (3.8 )
Net cash used in investing activities     (10.1 )     (15.1 )
                 
Cash flows from financing activities:                
Repayments of long-term debt     (13.3 )      
Repurchase of common stock     (2.6 )      
Repayments of finance leases     (0.8 )     (1.7 )
Net cash used in financing activities     (16.7 )     (1.7 )
                 
Effect of exchange rate changes on cash     (0.9 )     1.0  
Net (decrease) increase in cash     (1.0 )     9.7  
Cash, beginning of period     43.3       29.3  
Cash and restricted cash, end of period   $ 42.3     $ 39.0  
                 
Components of cash and restricted cash                
Cash     41.1       39.0  
Restricted cash     1.2        
Total cash and restricted cash, end of period   $ 42.3     $ 39.0  
                 
Supplemental cash flow disclosures                
Cash paid during the period for interest   $ 0.9     $ 1.2  
Cash paid during the period for income taxes   $ 1.7     $ 0.7  
Cash paid during the period for operating leases   $ 0.9     $ 1.7  
                 
Supplemental disclosure of noncash investing and financing activities                
Lease liabilities arising from obtaining finance lease right of use assets   $     $ (1.3 )
Lease liabilities arising from obtaining operating lease right of use assets   $ (0.4 )   $  
Right of use property and equipment acquired through finance lease   $     $ 4.2  

INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA RECONCILIATION BY SEGMENT
(in millions)
(Unaudited)

Three Months Ended March 31, 2026

    Retail Solutions     Virtual

Sports
    Interactive   Corporate


    Total  
                             
Net income (loss)   $ 5.4     $ 3.8     $ 10.7   $ (20.4 )   $ (0.5 )
Items Relating to Legacy Activities:                                      
Pension charges                         0.3       0.3  
                                           
Items outside the normal course of business:                                          
Costs of group restructure     0.3                           0.3  
                                           
Stock-based compensation expense     0.2       0.2       0.1         0.9       1.4  
Depreciation and amortization     8.4       2.1       1.0         1.0       12.5  
Interest expense, net                         10.5       10.5  
Other finance income                         (0.1 )     (0.1 )
Income tax                         (0.7 )     (0.7 )
                                           
Adjusted EBITDA   $ 14.3     $ 6.1     $ 11.8       $ (8.5 )   $ 23.7  
                                           
Adjusted EBITDA   £ 10.6     £ 4.5     £ 8.8       £ (6.3 )   £ 17.6  
                                           
Exchange rate – $ to £                                       1.35  


Three Months Ended March 31, 2025

    Retail Solutions     Virtual

Sports
    Interactive     Corporate     Total  
                                 
Net income (loss)   $ 2.5     $ 4.9     $ 6.9     $ (14.4 )   $ (0.1 )
Items Relating to Legacy Activities:                                        
Pension charges                       0.2       0.2  
                                         
Items outside the normal course of business:                                        
Costs of group restructure     0.3                   0.3       0.6  
Costs of group restatement                       4.0       4.0  
                                         
Stock-based compensation expense     0.3       0.1       0.1       0.9       1.4  
Depreciation and amortization     7.9       1.3       0.7       0.7       10.6  
Interest expense, net                       7.0       7.0  
Other finance income                       (0.2 )     (0.2 )
Income tax                       (5.1 )     (5.1 )
Adjusted EBITDA   $ 11.0     $ 6.3     $ 7.7     $ (6.6 )   $ 18.4  
                                         
Adjusted EBITDA   £ 8.8     £ 5.0     £ 6.2     £ (5.4 )   £ 14.6  
                                         
Exchange rate – $ to £                                     1.26  

ADJUSTED NET INCOME RECONCILIATION
(in millions, except share data)
(Unaudited)
       
    For the Three-Month Period ended  
             
    March 31,     March 31,  
(In millions)   2026     2025  
Net (loss) income   $ (0.5 )   $ (0.1 )
Items Relating to Legacy Activities:                
Pension charges     0.3       0.2  
                 
Items outside the normal course of business:                
Cost of group restructure     0.3       0.6  
Cost of group restatement           4.0  
                 
                 
Effect of exchange rates on cash     (0.8 )     (1.0 )
Mark to market movement on currency deals           0.1  
Loss on sale of business            
Other finance income     (0.1 )     (0.2 )
Tax Impact     0.1       0.2  
                 
Adjusted Net (Loss) Income   $ (0.7 )   $ 3.8  
                 
Adjusted Net (Loss) Income   £ (0.6 )   £ 3.0  
                 
Exchange Rate – $ to £     1.35       1.26  
                 
Weighted average number of shares outstanding– diluted     29,288,997       29,689,818  
                 
Adjusted Net (Loss) Income per diluted share   $ (0.02 )   $ 0.13  

PRO-RATED SEGMENT ADJUSTED EBITDA CONTRIBUTION
(in millions)
(Unaudited)

Three Months Ended March 31, 2026

                               
    Retail

Solutions
    Virtual

Sports
    Interactive     Corporate

Functions
    Total  
                         
                                         
Total Revenue   $ 31.8       $ 8.7       $ 16.7       $     $ 57.2    
                                         
Segment % of Total Revenue     55.6 %       15.2 %       29.2 %               100.0 %  
                                         
Adjusted EBITDA   $ 14.3       $ 6.1       $ 11.8       $ (8.5 )   $ 23.7    
Corporate allocation(1)     (4.7 )     (1.3   )     (2.5   )     8.5          
Segment-level Adjusted EBITDA including pro-rated corporate allocation   $ 9.6       $ 4.8       $ 9.3       $     $ 23.7    
                                         
Segment Contribution to Adjusted EBITDA     40.5 %       20.3 %       39.2 %               100.0 %  

      (1)   Corporate allocation pro-rated by segment % of total revenue contribution


Three Months Ended March 31, 2025

    Retail

Solutions
    Virtual

Sports
    Interactive     Corporate

Functions
    Total  
                         
                                         
Total Revenue   $ 39.6       $ 8.7       $ 12.1       $     $ 60.4    
                                         
Segment % of Total Revenue     65.6 %       14.4 %       20.0 %               100.0 %  
                                         
Adjusted EBITDA   $ 11.0       $ 6.3       $ 7.7       $ (6.6 )   $ 18.4    
Corporate allocation(1)     (4.4 )     (0.9   )     (1.3   )     6.6          
Segment-level Adjusted EBITDA including pro-rated corporate allocation   $ 6.6       $ 5.4       $ 6.4       $     $ 18.4    
                                         
Segment Contribution to Adjusted EBITDA     35.9 %       29.3 %       34.8 %               100.0 %  

      (1)   Corporate allocation pro-rated by segment % of total revenue contribution

—————————————
1
This revenue comparison excludes the revenue from the UK holiday parks business and certain associated leisure assets which were divested on November 7, 2025, and reflects adjustments to the Company’s pubs business to account for a structural change in the Company’s operating model.
2 Free Cash Flow defined as cash flow from operating activities less cash flow from investing activities less finance lease repayments.
3 2026 target is consistent with the assumptions discussed in the Company’s May 7, 2026 conference call and presentation and assumes that GBP:USD exchange rates will remain broadly in line with current levels.
4 Net leverage equals senior debt plus finance leases less cash divided by Q1 2026 LTM Adjusted EBITDA pro forma for the divestiture of the UK holiday parks business and certain other leisure assets. Pro Forma Adjusted EBITDA reflects management’s internal estimate of the EBITDA attributable to the divested business.
5 Eilers US Online Game Performance Report – April 2026. Rankings are based on a sample of participating operators and suppliers from five states (Michigan, New Jersey, Pennsylvania, West Virginia, and Delaware).



Mobilicom to Showcase its Cybersecure Autonomous Solutions at Leading U.S. Industry Events—Xponential and Loitering Munitions USA

CEO Oren Elkayam 
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Palo Alto, California, May 07, 2026 (GLOBE NEWSWIRE) —


Mobilicom

Limited (Nasdaq: MOB,MOBBW), a provider of cybersecurity and robust solutions for drones and robotics, today its participation at two upcoming U.S. industry events: XPONENTIAL 2026 in Detroit, Michigan, and the Loitering Munitions USA in Arlington, Virginia, where the Company management and technical teams will showcase its industry-leading cybersecure drone and autonomous systems.

Mobilicom will present its latest solutions at XPONENTIAL, taking place May 11–14, a premier global event for autonomous technologies with a strong commercial focus. The Company will highlight its expanding portfolio, including new multiband solutions, and its strategic partnerships advancing secured autonomy deployments.

As part of the conference program, Mobilicom’s CEO, Oren Elkayam, will deliver a fireside session titled “Preventing Cascade Failures in Autonomous Fleets” on Tuesday, May 12, 2026, from 4:00 PM to 4:20 PM EDT. The presentation will address critical challenges in scaling autonomous operations and ensuring resilience and cybersecurity across interconnected drone fleets.

“XPONENTIAL provides an important platform to demonstrate how Mobilicom is enabling secure and reliable autonomous operations,” said Oren Elkayam. “Our participation underscores our commitment to solving the most pressing challenges in autonomous fleet deployment by continuing to innovate with new product offerings.”

Following XPONENTIAL, Mobilicom will participate as a Gold Sponsor and exhibitor at Loitering Munitions USA on May 13-14, 2026. This event brings together key stakeholders across the defense ecosystem, a key market for Mobilicom.

Mobilicom will emphasize its strong positioning in loitering munition platforms, where its SkyHopper PRO data links and ICE Electronic Warfare Resistance & Cybersecurity Suite have been integrated into advanced drone systems deployed globally. These solutions are included in systems sold to the U.S. Department of War under a Program of Record valued at $249 million, reinforcing Mobilicom’s role as a trusted supplier of mission-critical technologies to Tier-1 customers.

The Company’s success in this segment is driven by its differentiated “triangle” of capabilities: battle-proven performance, miniaturized form factor, and competitive pricing, making its solutions highly attractive to leading defense platform manufacturers worldwide.

At both events, Mobilicom will showcase its latest technologies and product upgrades designed to further enhance multi-domain operations, resilience against electronic warfare threats, and secure communications for autonomous platforms.

“Our continued momentum in the loitering munition market, combined with upcoming product innovations, positions Mobilicom at the forefront of the secured autonomy,” Elkayam added. “We are proud to support both commercial and defense customers with technologies that deliver operational superiority in contested environments.”

About Mobilicom

Mobilicom is a leading provider of cybersecure robust solutions for the rapidly growing defense and commercial drones and robotics market. Mobilicom’s large portfolio of field-proven technologies includes cybersecurity, software, hardware, and professional services that power, connect, guide, and secure drones and robotics. Through deployments across the globe with over 50 customers, including the world’s largest drone manufacturers, Mobilicom’s end-to-end solutions are used in mission-critical functions.

For investors, please use https://ir.mobilicom.com/
For company, please use www.mobilicom.com

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. For example, the Company is using forward-looking statements when it discusses providing early visibility into next-generation products and technologies, designed to further enhance multi-domain operations, resilience against electronic warfare threats, and secure communications for autonomous platforms, and its position at the forefront of the secured autonomy. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Mobilicom Limited’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission.

Forward-looking statements contained in this announcement are made as of this date, and Mobilicom Limited undertakes no duty to update such information except as required under applicable law.
Forward-looking statements contained in this announcement are made as of this date, and Mobilicom Limited undertakes no duty to update such information except as required under applicable law.

For more information on Mobilicom, please contact:

Chris Donovan

Investor Relations
Mobilicom Ltd
Chris.donovan@mobilicom.com



Advanced Flower Capital Inc. Announces Financial Results for the First Quarter 2026

WEST PALM BEACH, Fla., May 07, 2026 (GLOBE NEWSWIRE) — Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC,” or the “Company”) today announced its financial results for the first quarter ended March 31, 2026.


First Quarter 2026 Highlights

  • GAAP net investment income (“NII”) for the quarter ended March 31, 2026, was $4.8 million, or $0.21 per basic weighted average share
  • Net asset value per share as of March 31, 2026, was $7.90, as compared to $7.46 as of December 31, 2025
  • GAAP net increase in net assets resulting from operations for the quarter ended March 31, 2026, was $11.4 million, or $0.49 per basic weighted average share
  • Gross and net investment fundings were $80.9 million and $39.1 million, respectively
  • Net debt-to-equity as of March 31, 2026 was 0.48x

“AFC delivered a strong first quarter with net investment income exceeding our quarterly dividend. Additionally, in our first quarter as a BDC, we saw an increase in investment fundings driven by our pipeline focused on the lower-middle market across various industries,” said Dan Neville, Chief Executive Officer.


Common Stock Distribution

On April 15, 2026, the Company paid a regular cash distribution of $0.05 per common share for the first quarter of 2026 to shareholders of record as of March 31, 2026.


Share Repurchase Authorization

On May 4, 2026, the Company’s Board authorized a program for the purpose of repurchasing up to $5.0 million of the Company’s common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that the Company complies with the prohibitions under its compliance policies and procedures adopted in accordance with the Investment Company Act of 1940, as amended, and the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including certain price, market, volume, and timing constraints. Unless amended or extended by the Company’s Board of Directors, the Company expects the Repurchase Program to be in place until the later of such time that $5.0 million of the Company’s outstanding shares of common stock have been repurchased, or May 4, 2027.


Operating Results

  Three months ended

March 31, 2026

(dollar amounts in millions, except per share data)
Total Amount   Per Share
       
Net investment income $ 4.8   $ 0.21
Net unrealized gain on investments, net of taxes $ 6.6   $ 0.28
Net increase in net assets resulting from operations $ 11.4   $ 0.49
Distributions declared and payable $ 1.2   $ 0.05

  As of

(dollar amounts in millions, except per share data)
March 31, 2026
   
Portfolio investments at fair value $ 279.2
Total assets $ 394.9
Net assets $ 185.8
Net asset value per share $ 7.90
Debt/equity ratio 1.09x
Debt/equity ratio, net of cash 0.48x
   


Additional Information

AFC issued a presentation of its first quarter 2026 results, titled “First Quarter 2026 Earnings Presentation,” which can be viewed on the Investor Relations section of AFC’s website found here AFC — Investor Relations. The Company also filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, with the Securities and Exchange Commission on May 7, 2026.

AFC routinely posts important information for investors on its website here. The Company intends to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. AFC encourages investors, analysts, the media and others interested in AFC to monitor the Investor Relations section of its website, in addition to following its press releases, SEC filings, public conference calls, presentations, webcasts and other information posted from time to time on the website. To sign-up for email-notifications, please visit the “Email Alerts” section of the website under the “IR Resources” section.


Conference Call & Discussion of Financial Results

AFC will host a conference call at 10:00 am (Eastern Time) on Thursday, May 7, 2026, to discuss its quarterly financial results. All interested parties are welcome to participate. The call will be available through a live audio webcast at the Investor Relations section of AFC’s website found here AFC — Investor Relations. To participate via telephone, please register in advance at this link. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. The complete webcast will be archived for 90 days on the Investor Relations section of AFC’s website.

AFC distributes its earnings releases via its website and email lists. Those interested in receiving firm updates by email can sign up for them here.


About AFC

AFC is a publicly-traded business development company that provides flexible credit solutions to lower middle-market companies. The company primarily originates, structures, invests and manages direct senior debt investments, targeting companies generating annual EBITDA of $5 to $50 million. The company seeks to maximize risk-adjusted returns for its shareholders with an opportunistic approach across all industries. AFC is headquartered in West Palm Beach, Florida. For additional information regarding the company, please visit the AFC website here.

ADVANCED FLOWER CAPITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

  Three Months Ended

March 31, 2026
Investment income:  
From non-controlled/non-affiliated investments:  
Interest income $ 7,670,790  
Payment-in-kind interest income   332,640  
Other income   1,809,788  
Total investment income   9,813,218  
Expenses:  
Interest expense   1,726,540  
Management fee   973,235  
Incentive fee on net investment income   1,023,725  
General and administrative expenses   860,496  
Director fees   63,800  
Professional fees   463,911  
Total expenses   5,111,707  
Management fee rebate   (233,988 )
Net expenses   4,877,719  
Net investment income before taxes   4,935,499  
Income tax expense   109,368  
Net investment income   4,826,131  
Net change in unrealized appreciation on investments   7,118,443  
Provision for taxes on unrealized appreciation on investments   517,227  
Net unrealized gain on investments, net of taxes   6,601,216  
Net increase in net assets resulting from operations $ 11,427,347  
   
Per share data:  
Basic and diluted net investment income per share $ 0.21  
Basic and diluted net increase in net assets resulting from operations per share $ 0.49  
Basic and diluted weighted average shares of common stock outstanding   23,528,844  
       


Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about our future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors, including the ability of our adviser to locate suitable loan opportunities for us, monitor and actively manage our loan portfolio and implement our investment strategy; management’s current estimate of expected credit losses and current expected credit loss reserve and other factors could cause actual results and performance to differ materially from those projected in these forward-looking statements. More information on these risks and other potential factors that could affect our business and financial results is included in AFC’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of AFC’s most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect AFC. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Investor Relations Contact

Robyn Tannenbaum
(561) 510-2293
[email protected]



Griffon Corporation Announces Second Quarter Results

Griffon Corporation Announces Second Quarter Results

NEW YORK–(BUSINESS WIRE)–
Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2026 second quarter ended March 31, 2026.

Revenue for the second quarter totaled $421.9 million, a 1% decrease compared to $426.7 million in the prior year quarter, due to decreased volume of 6% primarily driven by residential, partially offset by favorable price and mix of 5% driven by both residential and commercial.

Income from continuing operations totaled $46.9 million, or $1.03 per share, compared to $49.8 million, or $1.06 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted income from continuing operations (a non-GAAP measure) was $48.1 million, or $1.05 per share, in the current year quarter compared to $49.5 million, or $1.05 per share, in the prior year quarter. For a reconciliation of income from continuing operations to adjusted income from continuing operations (a non-GAAP measure), and earnings per share from continuing operations to adjusted earnings per share from continuing operations (a non-GAAP measure), see the attached table.

Adjusted EBITDA from continuing operations for the second quarter was $97.8 million, a 4% decrease from the prior year quarter of $101.7 million, driven by the decreased revenue noted above, the unfavorable impact of decreased volume on overhead absorption, and increased material costs. For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), see the attached table.

“Our team delivered solid performance this quarter, and Griffon is on track for another strong year,” said Ronald J. Kramer, Chairman and CEO of Griffon. “The strategic actions we announced in the quarter to streamline our business into a pure-play building products company are progressing well. Given our first half results, and continued confidence in our outlook, we are maintaining our financial guidance for the fiscal year.”

“During our first half, we returned $72 million to shareholders through dividends and share repurchases while maintaining our net debt to EBITDA leverage,” continued Mr. Kramer. “We will continue to follow our balanced capital allocation strategy to maintain our strong balance sheet while returning value to our shareholders.”

Taxes

The Company reported pre-tax income from continuing operations for the quarters ended March 31, 2026 and 2025, and recognized effective tax rates of 27.8% and 26.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended March 31, 2026 and 2025 were 27.7% and 27.8%, respectively.

Balance Sheet and Capital Expenditures

As of March 31, 2026, the Company had cash and equivalents of $109.7 million and total debt outstanding of $1.4 billion, resulting in net debt of $1.3 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.4x net debt to EBITDA as of March 31, 2026 compared to 2.6x as of March 31, 2025 and 2.4x as of September 30, 2025. Free cash flow from continuing operations was $100.7 million and capital expenditures, net, were $17.6 million for the six month period ended March 31, 2026. At March 31, 2026, borrowing availability under the revolving credit facility was $436.8 million, subject to certain loan covenants. For a reconciliation and definition of free cash flow from continuing operations (a non-GAAP measure), to net cash provided by operating activities from continuing operations, see the attached table.

Share Repurchases

Share repurchases during the quarter ended March 31, 2026 totaled 0.4 million shares of common stock, for a total of $32.9 million, or an average of $78.03 per share. As of March 31, 2026, $247.0 million remained under the Board authorized share repurchase program. Since April 2023 and through March 31, 2026, the Company purchased 11.5 million shares of common stock or 20.1% of the outstanding shares, for a total of $610.9 million or an average of $53.21 per share.

Strategic Actions Update

On February 5, 2026, Griffon announced entering into a definitive agreement with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to form a joint venture which will include the AMES U.S. and Canada businesses. In addition, Griffon announced the exploration of strategic alternatives for the AMES Australia and United Kingdom businesses, and the combination of Hunter Fan with the Home and Building Products (HBP) segment.

Griffon expects to close the joint venture with ONCAP by the end of June 2026. The strategic process for AMES Australia is active and ongoing, and Griffon is in the process of exiting the United Kingdom. Griffon expects these strategic actions to be completed by the end of the calendar year.

Starting with Griffon’s fiscal second quarter, AMES U.S., Canada, Australia, and UK are reported as discontinued operations, and Griffon reports the financial results of its continuing operations as a single segment.

2026 Outlook

Griffon’s fiscal year 2026 outlook is unchanged from the first quarter, and is consistent with the expected contributions from the legacy HBP segment and Hunter Fan as included within Griffon’s guidance provided in November 2025.

Griffon expects fiscal 2026 revenue from continuing operations to be $1.8 billion. Adjusted EBITDA, presented to reflect Griffon’s new reporting structure, is expected to be $458 million, excluding certain charges that affect comparability. Free cash flow from continuing operations, including capital expenditures of $50 million, is expected to exceed net income from continuing operations, with depreciation of $27 million and amortization of $15 million. Fiscal year 2026 interest expense is expected to be $93 million, excluding any interest income from the anticipated AMES joint venture. Griffon’s normalized tax rate is expected to be 28%.

Conference Call Information

The Company will hold a conference call today, May 7, 2026, at 8:30 AM ET.

The call can be accessed by dialing 1-877-407-0792 (U.S. participants) or 1-201-689-8263 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 13759508. Participants are encouraged to dial-in at least 10 minutes before the scheduled start time.

A replay of the call will be available starting on Thursday, May 7, 2026, at 11:30 AM ET by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) and entering the conference ID number: 13759508. The replay will be available through Thursday, May 21, 2026, at 11:59 PM ET.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “achieves,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon; the ability of Griffon to expand into new geographic and/or product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at Griffon; the potential impact of seasonal variations and uncertain weather patterns; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in economic conditions in the United States (“U.S.”) or internationally including inflation, interest rate and currency exchange fluctuations; the reliance on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of certain products; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Griffon Corporation

Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands.

The AMES North America, Australia, and United Kingdom businesses are classified as discontinued operations.

For more information on Griffon, please see the Company’s website at www.griffon.com.

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

(Unaudited)

 

Three Months Ended March 31,

 

Six Months Ended March 31,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenue

$

421,860

 

 

$

426,684

 

 

$

876,120

 

 

$

870,137

 

Cost of goods and services

 

229,871

 

 

 

228,337

 

 

 

475,398

 

 

 

460,403

 

Gross profit

 

191,989

 

 

 

198,347

 

 

 

400,722

 

 

 

409,734

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

104,643

 

 

 

107,461

 

 

 

213,963

 

 

 

214,507

 

Income from continuing operations

 

87,346

 

 

 

90,886

 

 

 

186,759

 

 

 

195,227

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest expense

 

(21,137

)

 

 

(23,857

)

 

 

(43,130

)

 

 

(48,695

)

Interest income

 

4

 

 

 

241

 

 

 

241

 

 

 

339

 

Loss from debt extinguishment

 

 

 

 

 

 

 

(556

)

 

 

 

Other, net

 

(1,238

)

 

 

317

 

 

 

(2,616

)

 

 

586

 

Total other expense, net

 

(22,371

)

 

 

(23,299

)

 

 

(46,061

)

 

 

(47,770

)

 

 

 

 

 

 

 

 

Income before taxes from continuing operations

 

64,975

 

 

 

67,587

 

 

 

140,698

 

 

 

147,457

 

Provision for income taxes from continuing operations

 

18,038

 

 

 

17,782

 

 

 

38,189

 

 

 

38,516

 

Income from continuing operations

$

46,937

 

 

$

49,805

 

 

$

102,509

 

 

$

108,941

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

Income (loss) from operations of discontinued operations

$

(37,770

)

 

$

11,050

 

 

$

(23,527

)

 

$

28,600

 

Provision (benefit) for income taxes

 

(10,151

)

 

 

4,093

 

 

(4,723

)

 

 

9,928

Income (loss) from discontinued operations

 

(27,619

)

 

 

6,957

 

 

 

(18,804

)

 

 

18,672

 

Net income

$

19,318

 

 

$

56,762

 

 

$

83,705

 

 

$

127,613

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

Income from continuing operations

$

1.05

 

 

$

1.09

 

 

$

2.30

 

 

$

2.39

 

Income (loss) from discontinued operations

 

(0.62

)

 

 

0.15

 

 

 

(0.42

)

 

 

0.41

 

Basic earnings per common share

$

0.43

 

 

$

1.24

 

 

$

1.88

 

 

$

2.80

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

44,616

 

 

 

45,658

 

 

 

44,636

 

 

 

45,598

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

Income from continuing operations

$

1.03

 

 

$

1.06

 

 

$

2.24

 

 

$

2.31

 

Income (loss) from discontinued operations

 

(0.60

)

 

 

0.15

 

 

 

(0.41

)

 

 

0.40

 

Diluted earnings per common share

$

0.42

 

 

$

1.21

 

 

$

1.83

 

 

$

2.70

 

 

 

 

 

 

 

 

 

Diluted weighted-average shares outstanding

 

45,690

 

 

 

46,900

 

 

 

45,727

 

 

 

47,226

 

 

 

 

 

 

 

 

 

Dividends paid per common share

$

0.22

 

 

$

0.18

 

 

$

0.44

 

 

$

0.36

 

 

 

 

 

 

 

 

 

Net income

$

19,318

 

 

$

56,762

 

 

$

83,705

 

 

$

127,613

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

1,020

 

 

 

2,970

 

 

 

4,621

 

 

 

(17,048

)

Pension and other post retirement plans

 

1,927

 

 

 

541

 

 

 

3,855

 

 

 

596

 

Change in cash flow hedges

 

(773

)

 

 

(1,094

)

 

 

(1,750

)

 

 

1,170

 

Total other comprehensive income (loss), net of taxes

 

2,174

 

 

 

2,417

 

 

 

6,726

 

 

 

(15,282

)

Comprehensive income, net

$

21,492

 

 

$

59,179

 

 

$

90,431

 

 

$

112,331

 

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

(Unaudited)

 

 

 

March 31,

2026

 

September 30,

2025

CURRENT ASSETS

 

 

 

Cash and equivalents

$

109,672

 

$

99,045

Accounts receivable, net of allowances of $5,999 and $5,641

 

200,906

 

 

196,957

Inventories

 

184,163

 

 

171,747

Prepaid and other current assets

 

39,308

 

 

42,079

Assets of discontinued operations held for sale

 

695,755

 

 

735,816

Total Current Assets

 

1,229,804

 

 

1,245,644

PROPERTY, PLANT AND EQUIPMENT, net

 

202,637

 

 

195,950

OPERATING LEASE RIGHT-OF-USE ASSETS

 

68,355

 

 

53,041

GOODWILL

 

191,253

 

 

191,253

INTANGIBLE ASSETS, net

 

349,975

 

 

363,955

OTHER ASSETS

 

24,249

 

 

26,191

Total Assets

$

2,066,273

 

$

2,076,034

 

 

 

 

CURRENT LIABILITIES

 

 

 

Notes payable and current portion of long-term debt

$

8,018

 

$

8,033

Accounts payable

 

84,805

 

 

57,663

Accrued liabilities

 

92,643

 

 

114,628

Current portion of operating lease liabilities

 

17,232

 

 

15,473

Liabilities of discontinued operations held for sale

 

226,923

 

 

250,390

Total Current Liabilities

 

429,621

 

 

446,187

LONG-TERM DEBT, net

 

1,394,836

 

 

1,404,276

LONG-TERM OPERATING LEASE LIABILITIES

 

55,201

 

 

40,453

OTHER LIABILITIES

 

92,168

 

 

111,146

Total Liabilities

 

1,971,826

 

 

2,002,062

COMMITMENTS AND CONTINGENCIES

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

Total Shareholders’ Equity

 

94,447

 

 

73,972

Total Liabilities and Shareholders’ Equity

$

2,066,273

 

$

2,076,034

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

Six Months Ended March 31,

 

 

2026

 

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES – CONTINUING OPERATIONS:

 

 

 

Net income

$

83,705

 

 

$

127,613

 

Net (income) loss from discontinued operations

 

18,804

 

 

 

(18,672

)

Income from continuing operations

 

102,509

 

 

 

108,941

 

Adjustments to reconcile net income to net cash provided by operating activities – continuing operations:

 

 

 

Depreciation and amortization

 

19,581

 

 

 

19,091

 

Stock-based compensation

 

13,758

 

 

 

11,262

 

Provision (recovery) for losses on accounts receivable

 

216

 

 

 

(309

)

Amortization of debt discounts and issuance costs

 

2,008

 

 

 

2,053

 

Loss from debt extinguishment

 

556

 

 

 

 

Pension and other post-retirement non-cash charges

 

3,940

 

 

 

570

 

Deferred income tax provision (benefit)

 

(124

)

 

 

 

Change in assets and liabilities:

 

 

 

Increase in accounts receivable

 

(1,984

)

 

 

(5,757

)

Increase in inventories

 

(12,537

)

 

 

(11,096

)

Decrease in prepaid and other assets

 

797

 

 

 

6,463

 

Increase (decrease) in accounts payable, accrued liabilities and other liabilities

 

(9,899

)

 

 

9,434

 

Other changes

 

(507

)

 

 

(955

)

Net cash provided by operating activities – continuing operations

 

118,314

 

 

 

139,697

 

CASH FLOWS FROM INVESTING ACTIVITIES – CONTINUING OPERATIONS:

 

 

 

Acquisition of property, plant and equipment

 

(17,652

)

 

 

(25,938

)

Other, net

 

 

 

 

137

 

Net cash used in investing activities – continuing operations

 

(17,652

)

 

 

(25,801

)

CASH FLOWS FROM FINANCING ACTIVITIES – CONTINUING OPERATIONS:

 

 

 

Dividends paid

 

(21,218

)

 

 

(23,441

)

Purchase of shares for treasury

 

(64,459

)

 

 

(121,453

)

Proceeds from long-term debt

 

50,000

 

 

 

63,000

 

Payments of long-term debt

 

(62,012

)

 

 

(52,011

)

Other, net

 

(69

)

 

 

(27

)

Net cash used in financing activities – continuing operations

 

(97,758

)

 

 

(133,932

)

CASH FLOWS FROM DISCONTINUED OPERATIONS:

 

 

 

Net cash provided by operating activities

 

10,913

 

 

 

19,437

 

Net cash provided by (used in) investing activities

 

(2,148

)

 

 

12,341

 

Net cash used in financing activities

 

(60

)

 

 

(68

)

Net cash provided by discontinued operations

 

8,705

 

 

 

31,710

 

Effect of exchange rate changes on cash and equivalents

 

(982

)

 

 

1,709

 

NET INCREASE IN CASH AND EQUIVALENTS

 

10,627

 

 

 

13,383

 

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD

 

99,045

 

 

 

114,438

 

CASH AND EQUIVALENTS AT END OF PERIOD

$

109,672

 

 

$

127,821

 

Supplemental Disclosure of Non-Cash Flow Information:

 

 

 

Capital expenditures in accounts payable

$

2,035

 

 

$

1,150

 

Griffon uses adjusted income from continuing operations, and the related adjusted earnings per share from continuing operations as key metrics in evaluating performance. These key metrics are non-GAAP measures that exclude the impact of retirement plan events, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors. The following table provides a reconciliation of net income to income from continuing operations, to adjusted income from continuing operations and earnings per share from continuing operations, to adjusted earnings per share from continuing operations:

 

For the Three Months Ended

March 31,

 

For the Six Months Ended

March 31,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

(in thousands, except per share data)

(Unaudited)

 

Net income

$

19,318

 

 

$

56,762

 

 

$

83,705

 

 

$

127,613

 

Less: Income (loss) from discontinued operations

 

(27,619

)

 

 

6,957

 

 

 

(18,804

)

 

 

18,672

 

Income from continuing operations

 

46,937

 

 

 

49,805

 

 

 

102,509

 

 

 

108,941

 

 

 

 

 

 

 

 

   

 

 

Adjusting items:

 

 

 

 

 

 

   

 

 

Impact of retirement plan events(1)

 

1,609

 

 

 

 

 

 

3,218

 

 

 

 

Loss from debt extinguishment

 

 

 

 

 

 

 

556

 

 

 

 

Strategic review – retention and other

 

 

 

 

889

 

 

 

 

 

 

1,778

 

Tax impact of above items(2)

 

(384

)

 

 

(219

)

 

 

(900

)

 

 

(439

)

Discrete and certain other tax provisions (benefits), net(3)

 

(14

)

 

 

(1,006

)

 

 

215

 

 

 

(1,134

)

 

 

 

 

 

 

 

   

 

 

Adjusted income from continuing operations

$

48,148

 

 

$

49,469

 

 

$

105,598

 

 

$

109,146

 

 

 

 

 

 

 

 

   

 

 

Earnings per common share from continuing operations

$

1.03

 

 

$

1.06

 

 

$

2.24

 

 

$

2.31

 

 

 

 

 

 

 

 

   

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

   

 

 

Impact of retirement plan events(1)

 

0.03

 

 

 

 

 

 

0.05

 

 

 

 

Loss from debt extinguishment

 

 

 

 

 

 

 

0.01

 

 

 

 

Strategic review – retention and other

 

 

 

 

0.01

 

 

 

 

 

 

0.03

 

Discrete and certain other tax provisions (benefits), net(3)

 

 

 

 

(0.02

)

 

 

 

 

 

(0.02

)

 

 

 

 

 

 

 

   

 

 

Adjusted earnings per common share from continuing operations

$

1.05

 

 

$

1.05

 

 

$

2.31

 

 

$

2.31

 

 

 

 

 

 

 

 

   

 

 

Diluted weighted-average shares outstanding

 

45,690

 

 

 

46,900

 

 

 

45,727

 

 

 

47,226

 

Note: Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

(1) For the three and six months ended March 31, 2026, the impact of retirement plan events relates to non-cash charges of $1.6 million and $3.2 million included in Other, net associated with the establishment of a retiree medical plan. The Company will recognize a non-cash charge related to such plan of $5.4 million ratably over the first 10 months of fiscal 2026.

 

(2) The tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted income from continuing operations, and the related adjusted EPS from continuing operations, is determined by comparing the Company’s tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

 

(3) Discrete and certain other tax provisions (benefits) primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

Griffon uses adjusted EBITDA as a key metric in evaluating performance. Adjusted EBITDA, a non-GAAP measure, is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, and non-cash impairment charges, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors. The following tables provides a reconciliation of net income to adjusted EBITDA:

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

(in thousands) 

 

2026

 

 

 

2025

 

 

2026

 

 

 

2025

Net income

$

19,318

 

 

$

56,762

 

$

83,705

 

 

$

127,613

Less: Income (loss) from discontinued operations

 

(27,619

)

 

 

6,957

 

 

(18,804

)

 

 

18,672

Income from continuing operations

 

46,937

 

 

 

49,805

 

 

102,509

 

 

 

108,941

Net interest expense

 

21,133

 

 

 

23,616

 

 

42,889

 

 

 

48,356

Depreciation and amortization

 

10,063

 

 

 

9,593

 

 

19,581

 

 

 

19,091

Provision for income taxes

 

18,038

 

 

 

17,782

 

 

38,189

 

 

 

38,516

Impact of retirement plan events

 

1,609

 

 

 

 

 

3,218

 

 

 

Loss from debt extinguishment

 

 

 

 

 

 

556

 

 

 

Strategic review – retention and other

 

 

 

 

889

 

 

 

 

 

1,778

Adjusted EBITDA, continuing operations

$

97,780

 

 

$

101,685

 

$

206,942

 

 

$

216,682

Griffon believes free cash flow (“FCF”, a non-GAAP measure) from continuing operations is a useful measure for investors because it demonstrates the Company’s ability to generate cash from operations for purposes such as repaying debt, funding acquisitions and paying dividends. FCF from continuing operations is defined as net cash provided by operating activities from continuing operations less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by operating activities from continuing operations to FCF from continuing operations:

 

For the Six Months Ended March 31,

(in thousands)

 

2026

 

 

 

2025

 

Net cash provided by operating activities – continuing operations

$

118,314

 

 

$

139,697

 

Acquisition of property, plant and equipment

 

(17,652

)

 

 

(25,938

)

FCF – continuing operations

$

100,662

 

 

$

113,759

 

Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement:

(in thousands)

 

March 31,

2026

 

Cash and equivalents

 

$

109,672

 

Notes payable and current portion of long-term debt

 

$

8,018

 

Long-term debt, net of current maturities

 

 

1,394,836

 

Debt discount/premium and issuance costs

 

 

8,939

 

Total gross debt – continuing basis

 

 

1,411,793

 

Discontinued operations

 

 

332

 

Total gross debt including discontinued operations

 

$

1,412,125

 

Debt, net of cash and equivalents

 

$

1,302,453

 

 

 

 

 

TTM adjusted EBITDA

 

$

519,677

 

TTM stock-based compensation, including discontinued operations

 

 

27,828

 

TTM EBITDA, per debt compliance(1)

 

$

547,505

 

 

 

 

 

Leverage ratio

 

2.4x

 

______________________________ 

(1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable, plus stock based compensation. See following table for calculation of TTM EBITDA, per debt compliance for the six months ended March 31, 2026. For the six months ended March 31, 2025 and year ended September 30, 2025, see the Company’s previously reported earnings releases on Form 8-K furnished to the SEC.

The following table provides a reconciliation of adjusted EBITDA including stock-based compensation to TTM EBITDA, per debt compliance:

 

Year ended September 30,

 

For the Six Months Ended March 31,

 

TTM March 31,

 

 

2025(1)

 

 

2026(2)

 

 

2025(1)

 

 

2026

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

522,293

 

 

$

247,101

 

 

$

249,717

 

 

$

519,677

Add: Stock-based compensation expense

 

25,483

 

 

 

14,238

 

 

 

11,893

 

 

 

27,828

EBITDA, per debt compliance

$

547,776

 

 

$

261,339

 

 

$

261,610

 

 

$

547,505

 

 

 

 

 

 

 

 

______________________________

(1) As previously reported in the Company’s earnings release on Form 8-K furnished to the SEC.

(2) The following table provides a reconciliation of adjusted EBITDA from continuing operations, including stock compensation to EBITDA, per debt compliance for the six months ended March 31, 2026:

 

 

For the Six Months Ended March 31,

(in thousands)

 

2026

Adjusted EBITDA:

 

 

Continuing operations

 

$

206,942

Discontinued operations

 

 

40,159

Total

 

$

247,101

 

 

 

Stock-based Compensation:

 

 

Continuing operations

 

 

13,758

Discontinued operations

 

 

480

Total

 

 

14,238

 

 

 

EBITDA, per debt compliance

 

$

261,339

 

 

 

The following tables provide a reconciliation of selling, general and administrative expenses for items that affect comparability for the three and six months ended March 31, 2026 and 2025:

For the Three Months Ended March 31.

 

For the Six Months Ended March 31,

(in thousands)

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Selling, general and administrative expenses, as reported

$

104,643

 

 

$

107,461

 

 

$

213,963

 

 

$

214,507

 

% of revenue

 

24.8

%

 

 

25.2

%

 

 

24.4

%

 

 

24.7

%

Adjusting items:

 

 

 

 

 

 

 

Strategic review – retention and other

 

 

 

 

(889

)

 

 

 

 

 

(1,778

)

Selling, general and administrative expenses, as adjusted

$

104,643

 

 

$

106,572

 

 

$

213,963

 

 

$

212,729

 

% of revenue

 

24.8

%

 

 

25.0

%

 

 

24.4

%

 

 

24.4

%

 

 

 

 

 

 

 

 

 

Company Contact

Brian G. Harris

EVP & Chief Financial Officer

Griffon Corporation

(212) 957-5000

[email protected]

Investor Relations Contact

Tom Cook

Managing Director

ICR Inc.

(203) 682-8250

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Interior Design Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Construction & Property Building Systems

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