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Creative Realities (NASDAQ: CREX) grows Q1 revenue but posts loss and flags going-concern risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Creative Realities, Inc. reports sharply higher Q1 2026 revenue but a significant loss and ongoing liquidity pressure. Sales rose to $16,348 thousand from $9,734 thousand, driven mainly by the DDC/CDM acquisition and growth in services and digital media advertising.

The company posted a net loss of $7,461 thousand versus net income of $3,368 thousand a year earlier, as operating expenses, interest on new debt and lower gross margins more than offset revenue gains. Management discloses substantial doubt about the company’s ability to continue as a going concern, citing an accumulated deficit of $72,591 thousand, negative working capital of $9,528 thousand, and reliance on improved cash flow or additional liquidity under its credit facilities.

Positive

  • Strong top-line growth from acquisition and services: Q1 2026 sales increased to $16,348k from $9,734k, a 68% rise, driven by the CDM acquisition, higher managed services and new digital media advertising revenue.

Negative

  • Going-concern uncertainty and weak balance sheet: Management cites substantial doubt about continuing as a going concern, with a $72,591k accumulated deficit, negative $9,528k working capital, high debt and reliance on improved cash flow or new liquidity.
  • Profitability deterioration and higher financing burden: Results swung from $3,368k net income to a $7,461k net loss, gross margin compressed to 34%, and interest expense jumped to $1,465k due to new credit facilities.

Insights

Revenue is growing after the CDM acquisition, but losses, leverage and a going-concern warning dominate the quarter.

Creative Realities lifted Q1 2026 revenue to $16,348k, up 68%, with services and digital media advertising from the CDM acquisition as key drivers. However, gross margin fell to 34%, pressured by lower-margin deployments and transition costs tied to an outsourced installer.

Operating expenses more than doubled, and interest expense rose to $1,465k with the new Term Loan and revolving credit facility, pushing net loss to $(7,461)k. Management reports an accumulated deficit of $72,591k, negative working capital of $9,528k, and acknowledges substantial doubt about continuing as a going concern without better operating cash flow or added financing.

Debt totaled $47,918k at March 31, 2026, including a $34,800k Term Loan, a $9,505k revolver balance and a high-cost $3,613k promissory note at 14%. While Adjusted EBITDA narrowed to a loss of $494k, future performance will depend on integrating CDM successfully and managing leverage under the Amended and Restated Credit Agreement.

Revenue $16,348k Three months ended March 31, 2026
Net (loss) income $(7,461)k Three months ended March 31, 2026 vs $3,368k in 2025
Adjusted EBITDA $(494)k Quarter ended March 31, 2026
Cash and cash equivalents $1,829k Balance at March 31, 2026
Total debt $47,918k Term Loan, revolver and promissory note at March 31, 2026
Working capital $(9,528)k Negative working capital as of March 31, 2026
Series A liquidation preference $30,623k Preferred stock liquidation preference at March 31, 2026
Total assets $138,247k Condensed consolidated balance sheet at March 31, 2026
going concern financial
"these conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Series A Redeemable Convertible Preferred stock financial
"Series A Redeemable Convertible Preferred stock, $ 1,000 stated value, 50,000 shares authorized; 30 shares issued and outstanding"
Amended and Restated Credit Agreement financial
"entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
Adjusted EBITDA financial
"The table below shows the reconciliation of the Company's net (loss) income to EBITDA and Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
remaining performance obligations financial
"the aggregate amount of the transaction price allocated to remaining performance obligations was $10,362"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission file number 001-33169

 

crexlogonew.jpg

Creative Realities, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-1967918

State or other jurisdiction of
incorporation or organization

 

I.R.S. Employer
Identification No.

   

13100 Magisterial Drive, Suite 201, Louisville KY

 

40223

Address of principal executive offices

 

Zip Code

 

(502) 791-8800

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Common Stock, par value $0.01 per share

 

CREX

 

The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer ☐

 

Accelerated filer ☐

 

Non-accelerated filer ☒

 

Smaller reporting company 

   

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of May 13, 2026, the registrant had 10,567,268 shares of common stock outstanding.

 



 

 

   

 

TABLE OF CONTENTS

 

   

Page

PART I  FINANCIAL INFORMATION

   
     
 

Item 1. Financial Statements.

 

1

       
 

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025

 

1

       
  Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025  

2

       
 

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2026 and 2025

 

3

       
 

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025

 

4

       
 

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025

 

5

       
 

Notes to Unaudited Condensed Consolidated Financial Statements

 

6

       
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

21

       
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

28

       
 

Item 4. Controls and Procedures.

 

28

       

PART II - OTHER INFORMATION

   
     
 

Item 1. Legal Proceedings.

 

29

       
 

Item 1A. Risk Factors.

 

29

       
 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

29

       
 

Item 3. Defaults Upon Senior Securities.

 

29

       
 

Item 4. Mine Safety Disclosures.

 

29

       
 

Item 5. Other Information.

 

29

       
 

Item 6. Exhibits.

 

29

       
 

SIGNATURES

 

31

 

 

  

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

  

March 31,

  

December 31,

 
  

2026

  

2025

 
  

(unaudited)

     
ASSETS        

Current Assets:

        

Cash and cash equivalents

 $1,829  $1,559 

Accounts receivable, net

  14,501   19,219 

Inventories, net

  6,562   7,420 

Prepaid expenses and other current assets

  3,199   5,347 

Total current assets

  26,091   33,545 
         

Property and equipment, net

  2,582   2,937 

Goodwill

  52,153   53,266 

Other intangible assets, net

  34,451   35,906 

Finance lease right-of-use assets

  20,425   22,658 

Operating lease right-of-use assets

  1,980   2,117 

Other non-current assets

  565   611 

Total Assets

 $138,247  $151,040 
         

LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS EQUITY

        

Current Liabilities:

        

Accounts payable

 $10,876  $16,673 

Accrued expenses and other current liabilities

  3,253   3,837 

Deferred revenues

  8,698   8,115 

Customer deposits

  1,968   1,823 

Current maturities of operating leases

  606   596 

Current maturities of finance leases

  5,758   3,799 

Short-term debt

  4,460   4,430 

Total Current Liabilities

  35,619   39,273 
         

Revolving credit facility

  9,505   4,940 

Term debt, net of deferred financing costs

  33,501   34,583 

Non-current operating lease liabilities

  1,509   1,673 

Non-current finance lease liabilities

  14,785   17,844 

Deferred tax liabilities

  2,190   3,541 

Total Liabilities

  97,109   101,854 
         

Commitments and contingencies (Note 10)

          

Series A Redeemable Convertible Preferred stock, $1,000 stated value, 50,000 shares authorized; 30 shares issued and outstanding as of March 31, 2026 and December 31, 2025

        

Liquidation preference of $30,623 and $30,232 as of March 31, 2026 and December 31 2025, respectively

  28,079   27,688 

Shareholders' Equity:

        

Common stock, $0.01 par value, 66,666 shares authorized; 10,567 and 10,519 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

  105   105 

Additional paid-in capital

  85,033   85,300 

Accumulated deficit

  (72,591)  (65,130)

Accumulated other comprehensive income

  512   1,223 

Total Shareholders Equity

  13,059   21,498 

Total Liabilities, Temporary Equity, and Shareholders' Equity

 $138,247  $151,040 
 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

1

 

 

 

CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

   

For the Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 

Sales:

               

Hardware

  $ 4,557     $ 3,394  

Services and other

    11,791       6,340  

Total sales

    16,348       9,734  

Cost of sales:

               

Hardware

    3,919       2,304  

Services and other

    6,833       2,977  

Total cost of sales

    10,752       5,281  

Gross profit

    5,596       4,453  
                 

Operating expenses:

               

Sales and marketing expenses

    2,897       1,247  

General and administrative expenses

    8,905       3,928  

Total operating expenses

    11,802       5,175  

Operating loss

    (6,206 )     (722 )
                 

Other expenses (income):

               

Interest expense, including amortization of debt discount

    1,465       321  

Gain on settlement of contingent consideration

    -       (4,775 )

Other expense, net

    320       265  

Total other expenses (income), net

    1,785       (4,189 )
                 

Loss before income taxes

    (7,991 )     3,467  

Income tax benefit (expense)

    530       (99 )

Net (loss) income

    (7,461 )     3,368  

Series A Redeemable Convertible Preferred Stock dividends

    (391 )     -  

Net (loss) income attributable to common stockholders

  $ (7,852 )   $ 3,368  
                 

Basic and diluted net (loss) income per common share

  $ (0.74 )   $ 0.32  
                 

Weighted average shares outstanding - basic and diluted

    10,552       10,447  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

2

 

 

CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

(Unaudited)

 

   

For the Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 
                 

Net (loss) income

  $ (7,461 )   $ 3,368  

Other comprehensive loss:

               

Foreign currency translation adjustments

    (711 )     -  

Total comprehensive (loss) income

  $ (8,172 )   $ 3,368  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3

 

 

 

CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(in thousands, except shares)

(Unaudited) 

 

   

Common Stock

           

Accumulated

                 
   

Shares

   

Amount

   

Additional

Paid-in

Capital

   

Other

Comprehensive

Income

   

Accumulated

Deficit

   

Total

 

Balance at January 1, 2025

    10,446,659     $ 104     $ 82,210     $ -     $ (56,854 )   $ 25,460  

Stock-based compensation

    -       -       2       -       -       2  

Issuance of warrants

    -       -       1,040       -       -       1,040  

Net income

    -       -       -       -       3,368       3,368  

Balance at March 31, 2025

    10,446,659     $ 104     $ 83,252     $ -     $ (53,486 )   $ 29,870  
                                                 

Balance at January 1, 2026

    10,518,932       105       85,300       1,223       (65,130 )     21,498  

Series A Redeemable Convertible Preferred Stock dividends

    -       -       (391 )     -       -       (391 )

Stock-based compensation

    48,336       -       324       -       -       324  

Repurchase of common stock warrants

    -       -       (200 )     -       -       (200 )

Other comprehensive loss

    -       -       -       (711 )     -       (711 )

Net loss

    -       -       -       -       (7,461 )     (7,461 )

Balance at March 31, 2026

    10,567,268     $ 105     $ 85,033     $ 512     $ (72,591 )   $ 13,059  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4

 

 

CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

   

For the Three Months Ended March 31,

 
   

2026

   

2025

 
                 

Operating Activities:

               

Net (loss) income

  $ (7,461 )   $ 3,368  

Adjustments to reconcile net (loss) income to net cash used in operating activities

               

Depreciation and amortization

    3,893       1,187  

Non-cash lease expense

    129       105  

Amortization of deferred financing costs

    83       26  

Stock-based compensation

    324       2  

Provision for credit losses

    107       -  

Provision for inventory reserves

    -       18  

Gain on settlement of contingent consideration

    -       (4,775 )

Deferred income taxes

    (654 )     39  

Changes to operating assets and liabilities, net of acquisitions:

               

Accounts receivable

    4,527       (2,378 )

Inventories

    826       189  

Prepaid expenses and other current assets

    2,108       (100 )

Accounts payable

    (5,692 )     (1,744 )

Accrued expenses and other current liabilities

    (573 )     (431 )

Deferred revenue

    653       2,342  

Customer deposits

    145       (130 )

Other assets

    7       (47 )

Lease liabilities

    (145 )     (109 )

Other non-current liabilities

    -       (11 )

Net cash used in operating activities

    (1,723 )     (2,449 )
                 

Investing Activities:

               

Purchases of property and equipment

    (183 )     (8 )

Capitalization of costs for software development

    (369 )     (613 )

Net cash used in investing activities

    (552 )     (621 )
                 

Financing Activities:

               

Repayment of term debt and promissory note

    (1,097 )     -  

Proceeds from borrowings under revolving credit facility

    11,037       12,111  

Repayment of borrowings under revolving credit facility

    (6,472 )     (5,917 )

Payment of contingent consideration

    -       (3,000 )

Repurchase of common stock warrants

    (200 )     -  

Repayment of finance lease obligations

    (753 )     (12 )

Net cash provided by financing activities

    2,515       3,182  
                 

Effect of exchange rate on cash and cash equivalents

    30       -  

Net increase in cash and cash equivalents

    270       112  

Cash and cash equivalents, beginning of period

    1,559       1,037  

Cash and cash equivalents, end of period

  $ 1,829     $ 1,149  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

5

 

 

CREATIVE REALITIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

 

 

NOTE 1: NATURE OF ORGANIZATION AND OPERATIONS

 

Unless the context otherwise indicates, references in these Notes to the accompanying consolidated financial statements to we, us, our and the Company refer to Creative Realities, Inc. and its subsidiaries.

 

Nature of the Companys Business

 

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

 

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries, Cineplex Digital Media Inc., a Canadian corporation (“CDMI”), and Cineplex Digital Media U.S. Inc., a Delaware corporation (“CDMUS”).

 

Liquidity and Financial Condition; Going Concern

 

In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“ASU 205-40”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

 

On November 6, 2025, the Company completed a refinancing of its senior debt facilities, and on November 7, 2025, the Company completed the acquisition of DDC Group International, Inc., and related financing arrangements. Management believes these actions are likely to significantly improve the Company’s liquidity, scale, and overall financial condition. Its ability to generate positive net income and cash flows from operations is reliant on the successful integration and operation of this newly acquired business and therefore the financial impacts of this acquisition were not fully known at the time of the Company's going concern assessment. Management believes the completion of these transactions and the planned integration and operating plan for the newly acquired business with expected realization of synergies present the opportunity to prospectively eliminate the conditions giving rise to substantial doubt regarding the Company’s ability to continue as a going concern in future periods. However, there can be no assurance that these efforts will be successful.

 

As of March 31, 2026, the Company has an accumulated deficit of $72,591 and negative working capital of $9,528. For the three months ended March 31, 2026, the Company generated a net loss of $7,461 and used net cash in operations of $1,723. The Company remains dependent on improving cash flows from operations, securing additional sources of liquidity, or both, to fund ongoing operations to meet our financial obligations, including our debt obligations under our current Credit Agreement.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months after the issuance date of these condensed consolidated financial statements.

 

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

 

6

 
   
 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Since the Annual Report for the year ended December 31, 2025, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. 

 

1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months then ended. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other period. 

 

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and related footnotes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026. 

 

2. Recently Issued and Adopted Accounting Pronouncements

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that permits entities to assume current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets within the scope of ASC 606 when developing reasonable and supportable forecasts of expected credit losses, thereby removing the requirement to incorporate macroeconomic forecasts for those assets. The ASU also provides an accounting policy election to consider post-balance-sheet collection activity in estimating expected credit losses; this election is available only to entities other than public business entities and is therefore not available to the Company. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods, with early adoption permitted. The Company adopted this standard on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on its condensed consolidated financial statements and related disclosures.

 

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments in this update require entities to initially measure paid-in-kind ("PIK") dividends on equity-classified preferred stock using the PIK dividend rate stated in the preferred stock agreement, rather than at fair value. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2026-01 on its condensed consolidated financial statements and related disclosures.

 

3. Cash Concentrations

 

Cash consists of cash on deposit in financial institutions in both the United States and Canada. The Company does not hold any investments that qualify as cash equivalents as of March 31, 2026 or December 31, 2025. Balances may exceed the Federal Deposit Insurance Corporation ("FDIC") limit of $250 USD in the United States and may exceed the Canada Deposit Insurance Corporation ("CDIC") limit of $100 CAD in Canada. As of March 31, 2026 and December 31, 2025, the Company did not have USD cash in excess of FDIC insurance limits. As of March 31, 2026 and December 31, 2025, the Company had CAD cash in excess of CDIC insurance limits of $1,925 and $1,037, respectively. The Company does not believe the balances present a material credit risk, as the cash is held with reputable financial institutions and the Company has never experienced any losses related to these balances, although no assurance can be provided that it will not experience any losses in the future.

 

4. Revenue Recognition

 

We recognize revenue in accordance with Accounting Standards Codification (“ASC 606”), Revenue from Contracts with Customers, applying the five-step model. The Company evaluates each customer contract to identify the distinct performance obligations promised therein. A performance obligation is considered distinct if the customer can benefit from the good or service on its own or together with other resources that are readily available, and if the Company's promise to transfer the good or service is separately identifiable from other promises in the contract. If an individual promised good or service is not distinct from another promised good or service, the Company combines those promised goods or services into a single combined performance obligation. The total contract transaction price is allocated to the identified distinct performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. For contracts when one or more performance obligations have observable standalone selling prices, the residual approach is applied to determine the allocation for highly variable components, including SaaS and support pricing, which both vary based on engagement size.

 

The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the customer and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances. The Company generally does not accept returns or provide refunds related to its customer contracts.

 

7

 

Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging between thirty and ninety days. In those instances where the Company offers material extended payment terms (most commonly in multi-year arrangements), the Company determines whether a significant financing component exists. Where the Company acts as an agent to a transaction on behalf of its customers (primarily for the sale of extended warranties that are performed by the equipment manufacturer), the Company recognizes revenue on a net basis.  Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach when one is not available.  Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

 

A contract liability is recognized as deferred revenue when the Company invoices customers in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when or as the Company satisfies the related performance obligation.

 

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year.

 

5. Allowance for Credit Losses

 

The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying condensed consolidated balance sheets.

 

The Company had the following activity for its allowance for credit losses for the three months ended March 31, 2026 and 2025:

 

  

For the Three Months Ended

 
  

March 31,

 
  

2026

  

2025

 

Balance as of beginning of period

  301   708 

Provision for credit losses

  107   - 

Write-offs charged against the allowance

  (101)  (9)

Balance as of end of period

 $307  $699 

 

6. Inventories

 

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following:

 

  

March 31,

  

December 31,

 
  

2026

  

2025

 

Raw materials

 $4,007   4,822 

Work-in-process

  2,555   2,598 

Total inventories

 $6,562  $7,420 

 

8

 
 

7. Basic and Diluted Net (Loss) Income per Common Share

 

The Company’s net (loss) income per common share is calculated using the two-class method in accordance with ASC Topic 260, Earnings Per Share. The two-class method allocates net income between common stockholders and holders of participating securities. The Company’s Series A Convertible Preferred Stock are deemed to be participating securities due to their rights to participate in dividends with common stock. However, the two-class method has no impact on the calculation of net loss per common share during periods when the Company has a net loss, because the holders of participating securities are not required to absorb losses.

 

Basic net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the potential common shares had been issued (computed using the more dilutive of the treasury stock or the if converted method, as applicable, and the two-class method). 

 

Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling 6,634,533 and 30,000 shares of the Series A Preferred Stock, convertible into 10,000,000 shares of common stock as of  March 31, 2026 were excluded from the computation of diluted net loss per common share for the three months ended March 31, 2026 as the Company was in a net loss position and their inclusion would have been anti-dilutive. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling 6,913,928 at March 31, 2025 were excluded from the computation of diluted net income per common share for the three months ended March 31, 2025 as the strike price on the options and warrants were higher than the Company’s average market price of its common stock during the period and therefore anti-dilutive.

 

8. Foreign Currency Translation

 

The functional currency of the Company's Canadian subsidiaries is the Canadian dollar. The financial statements of these subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity. Gains and losses arising from foreign currency transactions are included in other expense (income), net in the condensed consolidated statements of operations.

 

9. Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the fair value of assets acquired and liabilities assumed in business combinations, including identifiable intangible assets; allowance for credit losses; valuation allowances related to deferred tax assets, including the realizability of acquired Canadian deferred tax assets; assumptions and estimates used to evaluate the recoverability of goodwill and other intangible assets and the related amortization methods and periods; the incremental borrowing rate used to measure right-of-use assets and lease liabilities; the fair value of stock-based compensation awards; and the assessment of the Company's ability to continue as a going concern, including projected cash flows and available liquidity. Actual results could differ from those estimates.

 

10. Reclassifications

 

Certain prior year amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss, total assets, total liabilities, shareholders’ equity, or cash flows from operations. Management has evaluated these reclassifications and determined that they are not material, individually or in the aggregate, to the condensed consolidated financial statements taken as a whole.

 

9

 
   
 

NOTE 3: REVENUE RECOGNITION

 

The Company applies ASC 606, Revenue from Contracts with Customers, for revenue recognition. The table below disaggregates the Company’s revenue by major source as follows:

 

   

For the Three Months Ended

   
   

March 31,

   
   

2026

   

2025

 

Recognition Policy:

Hardware

  $ 4,557     $ 3,394  

Point in time

Services:

                 

Managed Services

    5,106       4,247  

Over time

Digital Media Advertising

    3,017       -  

Over time

Installation Services

    2,319       1,595  

Point in time

Other Services

    1,349       498  

Point in time

Total Services

    11,791       6,340    
                   

Total Hardware and Services

  $ 16,348     $ 9,734    

 

The following table presents the activities in deferred revenue for the three months ended March 31, 2026:

 

   

2026

 

Balance, January 1

  $ 8,115  

Amounts billed and deferred during the period

    3,911  

Revenue recognized that was included in the beginning balance

    (1,785 )

Revenue recognized from amounts deferred during the period

    (1,598 )

Foreign currency translation adjustment on Canadian deferred revenue

    55  

Balance, March 31

  $ 8,698  

 

There were no significant revenues recognized during the three months ended March 31, 2026 and 2025 from performance obligations that were satisfied (or partially satisfied) in prior periods as a result of contract price changes, changes in estimates or variable consideration true-ups.

 

As of  March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations (i.e., unsatisfied or partially unsatisfied performance obligations) was $10,362. The following table presents the expected timing of recognition of that amount:

 

 

Recognition Period

 

Amount

 

Within 1 year

 $6,538 

Between 1 and 2 years

  3,714 

Between 2 and 3 years

  110 
  $10,362 

 

 

The remaining performance obligations in the table above primarily consist of non-cancellable multi-year SaaS and maintenance agreements, under which the Company recognizes SaaS and maintenance revenue ratably over the contract term. The Company has elected the optional exemption under ASC 606-10-50-14 and does not disclose information about remaining performance obligations for contracts with an original expected duration of one year or less, which primarily consist of short-term digital media advertising contracts, month-to-month support agreements, media revenue, and transactional arrangements (e.g., hardware and installation, software design and development, content creation).

 

10

 
   
 

NOTE 4: BUSINESS COMBINATION

 

On November 7, 2025, the Company completed the acquisition of DDC Group International, Inc. (“DDC”), the parent of Cineplex Digital Media Inc. and Cineplex Digital Media U.S. Inc. (collectively, “CDM”), from Cineplex Entertainment Limited Partnership for cash consideration of approximately CAD $60,263 (approximately USD $42,761). The acquisition was accounted for as a business combination under ASC 805, with November 7, 2025 as the acquisition date. The Company’s preliminary purchase price allocation, including the related deferred tax assets and liabilities, remains subject to change during the one-year measurement period in accordance with ASC 805-10-25-13 through 25-19, which extends through November 6, 2026. The initial accounting for the CDM acquisition is incomplete as of March 31, 2026 because the Company is continuing to obtain and evaluate information about facts and circumstances that existed as of the acquisition date. The items for which the initial accounting remains incomplete include the valuation of acquired identifiable intangible assets, the assessment of acquired deferred tax assets and liabilities, the resolution of post-closing working capital adjustments, and the resulting goodwill.

 

During the three months ended March 31, 2026, the Company recorded measurement period adjustments to the preliminary purchase price allocation related to the acquired net deferred tax liability. At the acquisition date, certain amounts in the preliminary purchase price allocation, including the acquired net deferred tax liability, were recorded on a provisional basis pending the receipt of additional information. During the first quarter of 2026, the Company obtained additional information about facts and circumstances that existed as of the acquisition date, which resulted in a measurement period adjustment that decreased the acquired net deferred tax liability by $661, with a corresponding decrease to goodwill. After giving effect to this adjustment, the acquired net deferred tax liability and goodwill recognized in connection with the CDM acquisition were $1,554 and $25,353, respectively, as of March 31, 2026 (compared to $2,215 and $26,013, respectively, as initially reported as of the acquisition date). The following table summarizes the measurement period activity

 

  

Purchase Price
Allocation
(Preliminary)

  

Measurement
Period
Adjustments

  

Purchase Price
Allocation
(As Revised)

 
Purchase Consideration:            

Cash (net of cash acquired of $4,778)

 $37,983  $-  $37,983 
 Less:            

Technology platform

  6,656   -   6,656 

Customer relationships

  14,324   -   14,324 

Non-compete covenant

  21   -   21 

Unfavorable lease

  (41)  -   (41)

Operating lease right-of-use assets

  571   -   571 

Finance lease right-of-use assets

  23,309   -   23,309 

Operating lease liabilities

  (571)  -   (571)

Finance lease liabilities

  (23,309)  -   (23,309)

Property and equipment

  2,711   -   2,711 

Deferred tax liability

  (2,215)  661   (1,554)

Debt-free net working capital deficit

  (9,486)  -   (9,486)
Fair Value of Identified Net Assets $11,970  $661  $12,631 
             
Remaining Goodwill Value $26,013  $(661) $25,353 
             
Fair Value of Net Assets Acquired $37,983  $-  $37,983 

 

The measurement period adjustment recorded during the three months ended March 31, 2026 reflects new information obtained about facts and circumstances that existed as of the acquisition date and did not have a material impact on the Company’s results of operations in any prior period. The preliminary purchase price allocation, including the items identified above, remains subject to further adjustment during the remainder of the measurement period as additional information is obtained, and any such adjustments will be recognized in the reporting period in which they are determined.

 

11

  
 

NOTE 5: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

 

   

For the Three Months Ended
March 31,

 
   

2026

   

2025

 

Supplemental non-cash investing and financing activities

               

Capitalized software in accounts payable

  $ 31     $ 58  

Property and equipment in accounts payable

  $ -     $ 57  

Issuance of notes payable as partial settlement of contingent consideration

  $ -     $ 4,000  

Issuance of warrants as partial settlement of contingent consideration

  $ -     $ 1,040  
Effect of measurement period adjustments to goodwill   $ 661     $ -  
                 

Supplemental disclosure information for cash flow

               

Cash paid during the period for:

               

Interest

  $ 914     $ 270  

Operating leases

  $ 187     $ 134  

Income taxes

  $ -     $ 1  
 

NOTE 6: PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

As of March 31, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:

 

   

March 31,

   

December 31,

 
   

2026

   

2025

 

Vendor, project and hardware prepayments

  $ 604     $ 1,431  

Severance receivable

    895       1,728  

MAG reimbursement receivable

    591       820  

Other receivables

    122       412  

Prepaid subscriptions

    383       346  

Prepaid marketing

    170       236  

Prepaid other

    60       145  

Tax receivables

    30       148  

Prepaid insurance

    344       81  
    $ 3,199     $ 5,347  

 

12

 
   
 

NOTE 7: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

 

Dividend Rights

 

The Series A Preferred ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each share has a liquidation preference equal to $1,000 per share plus accrued and unpaid dividends. The liquidation preference of the Series A Preferred totaled $30,623 as of March 31, 2026.

 

The Series A Preferred bears cumulative dividends at a rate of 5.25% per annum on the stated value. Dividends accrue daily and compound quarterly beginning on November 6, 2025, and accrue for a five-year period (the “Guaranteed Term”). Dividends are not payable in cash during the Guaranteed Term, except at the Company’s option. Upon certain events occurring during the Guaranteed Term, including a liquidation, fundamental transaction (see below) or mandatory conversion, holders are entitled to a make-whole amount representing dividends that would have accrued through the end of the Guaranteed Term.

 

Dividends are recorded as an increase to the carrying value of the Series A Preferred and as an adjustment to net loss attributable to common shareholders in the calculation of basic and diluted net (loss) income per common share. The Company recorded $391 in preferred dividends during the three months ended March 31, 2026. The Series A Preferred stock was issued on November 6, 2025, therefore there were no preferred dividends during the three months ended March 31, 2025.

 

Redemption Rights

 

A fundamental transaction includes, among other events, a merger, consolidation, sale of substantially all assets, tender offer resulting in a change of control, recapitalization or similar transaction (a “Fundamental Transaction”). Upon the occurrence of a Fundamental Transaction, holders are entitled to receive the greater of (i) the liquidation preference, including accrued dividends, or (ii) the amount they would have received on an as-converted basis.

 

Since the redemption of the Series A Preferred is contingently or optionally redeemable and therefore not certain to occur, the Series A Preferred is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Company has classified the Series A Preferred in temporary equity in the condensed consolidated balance sheets. Because redemption is contingent and not currently probable, the Company has not accreted the carrying value to the redemption amount as of March 31, 2026 and December 31, 2025.

 

Registration Rights

 

In connection with the issuance, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company to file and maintain an effective registration statement covering the resale of the shares of common stock issuable upon conversion. The Registration Rights Agreement provides for liquidated damages of up to 6% of the aggregate purchase price in the event of certain registration failures. As of March 31, 2026 and December 31, 2025, no liability has been recorded related to these provisions.

 

13

 
   
 

NOTE 8: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

As of March 31, 2026 and December 31, 2025, accrued expenses and other current liabilities consisted of the following:

 

   

March 31,

   

December 31,

 
   

2026

   

2025

 

Accrued compensation

    1,295       1,753  

Sales and use taxes payable

    1,410       1,591  

Accrued interest

    315       288  

Accrued purchases

    77       77  

Other accrued expenses

    156       128  
    $ 3,253     $ 3,837  
 

NOTE 9: DEBT

 

As of March 31, 2026, and December 31, 2025 debt consisted of the following:

 

 

Issuance

 

Maturity

 

March 31,

   

December 31,

   

Interest

 
 

Date

 

Date

 

2026

   

2025

   

Rate

 

Amended and Restated Credit Agreement:

                             

New Revolving Credit Facility

11/6/2025

 

11/6/2028

  $ 9,505     $ 4,940    

See below

 

Term Loan Facility

11/6/2025

 

11/6/2028

    34,800       35,700    

See below

 
                               

Promissory Note

3/14/2025

 

9/14/2027

    3,613       3,810       14%  
                               

Total debt

    47,918       44,450          

Less: debt issuance costs

    452       497          

Total debt, net

    47,466       43,953          

Less: current portion of debt, net

    4,460       4,430          

Total non-current portion of debt, net

  $ 43,006     $ 39,523          

 

Deferred financing costs related to the New Revolving Credit Facility of $397 and $435 as of March 31, 2026 and December 31, 2025, respectively, are included in other non-current assets on the condensed consolidated balance sheets.

 

Amended and Restated Credit Agreement

 

On  November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB and two additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”; together with NWB, the “New Lenders”). The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) with two debt facilities, including a three-year term loan of $36,000 (the “Term Loan”) and a three-year revolving debt arrangement of up to $22,500 (the “New Revolving Credit Facility”). The Term Loan and New Revolving Credit Facility in the Amended Credit Agreement both have maturity dates of  November 6, 2028 (the “Maturity Date”) and are secured by all the assets of the Borrowers.

 

Additionally, monthly interest payments for both facilities of the Amended Credit Agreement are due and payable on the first day of each successive calendar month following the Refinancing Date, which commenced on December 1, 2025, at a rate equal to the sums of (a) the one-month Term SOFR, (b) base rate of 0.11%; and (c) a floating margin ranging between (i) 2.75% to 3.25% for the New Revolving Credit Facility, or (ii) 3.00% to 3.50% for the Term Loan, in each case adjusted quarterly based upon the Company’s Senior Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement). The floating margin is computed as follows: 

 

       

Margin

         
   

Senior

 

Applicable

         
   

Debt to

 

to

   

Margin

 

Pricing

 

Adjusted

 

Revolving

   

Applicable

 

Grid

 

EBITDA

 

Credit

   

to the

 

Level

 

Ratio

 

Advances

   

Term Loan

 

I

 

< 2.50x

    2.75%       3.00%  

II

 

> 2.50x

    3.25%       3.50%  

 

14

 

On February 16, 2026, and in conjunction with the Warrant Repurchase Agreement (see Note 12), the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with the other loan parties signatory thereto (the “Loan Parties”), the financial institutions or other entities from time to time parties thereto (the “Lenders”), and FMB, as Agent for the Lenders. The Amendment amended the Company’s Amended Credit Agreement. Pursuant to the Amendment, the Agent and Lenders provided requisite consent to the Company for the Warrant Repurchase and the parties agreed that payment of the Warrant Repurchase price would not reduce the amount of “Excess Cash Flow” of the Company for purposes of determining certain Company prepayment obligations.

 

During the three months ended March 31, 2026, the Company recorded amortization of debt discount on the Term Loan of $44, and amortization of deferred financing costs on the New Revolving Credit Facility of $38, in the Company's condensed consolidated statements of operations. During the three months ended March 31, 2025, the Company recorded amortization of deferred financing costs on its prior revolving credit facility of $26. As of March 31, 2026 and December 31, 2025, the Company had remaining unamortized debt discount on the Term Loan of $452 and $497, respectively, and deferred financing costs on the New Revolving Credit Facility of $397 and $435, respectively.

 

During the three months ended March 31, 2026, the Company repaid $900 in principal related to the Term Loan. During the three months ended March 31, 2026, the Company had borrowed $11,037 and repaid $6,472, respectively, under the New Revolving Credit Facility. During the three months ended March 31, 2025, the Company had borrowed $12,111 and repaid $5,917, respectively, under the prior revolving credit facility. At March 31, 2026, the remaining available amount under the New Revolving Credit Facility was $12,995.

 

Promissory Note

 

The Promissory Note was issued on March 14, 2025 as part of the Settlement Agreement to resolve the contingent consideration liability. It is an unsecured obligation of the Company. The Promissory Note bears interest at a fixed annual rate of 14.0% (the “Interest Rate”). In the event of a default (as defined in the Promissory Note), or during any period of non-payment caused by restrictions under the Subordination Agreement (as defined below), the interest rate increases to 17.0% per annum (the “Default Rate”). Commencing October 14, 2025, the Company is required to pay principal and interest in accordance with an amortization schedule that requires equal monthly payments of $109 on the 14th day of each calendar month through maturity on September 14, 2027. On the maturity date, the Company is required to make a final balloon payment of $2,277, representing the remaining principal and accrued but unpaid interest outstanding at maturity. During the three months ended March 31, 2026, the Company made principal repayments of $197 on the Promissory Note.

 

The Stockholders' Representative's rights under the Promissory Note are subject to a Subordination Agreement dated March 14, 2025, by and among the Company, First Merchants Bank and the Stockholders' Representative (the "Subordination Agreement"). Under the terms of the Subordination Agreement, during any period in which an event of default exists under the Amended Credit Agreement, the Company is prohibited from making any payments on the Promissory Note unless FMB provided prior written consent, and the Stockholders' Representative is prohibited from accepting or enforcing any payments during the subordination period. As of March 31, 2026, the Company is in compliance with the monthly required payments and there have been no events of default.

 

NOTE 10: COMMITMENTS AND CONTINGENCIES

 

The Company is not party to any material legal proceedings, other than ordinary routine litigation incidental to the business, and there were no other such proceedings pending during the period covered by this Report.

 

NOTE 11: INCOME TAXES

 

The Company’s deferred tax assets are primarily related to net federal and state operating loss carryforwards (“NOLs”). The Company has substantial NOLs that are limited in usage by IRC Section 382. IRC Section 382 generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period. The Company has performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Deferred tax assets are evaluated quarterly for recoverability based on available positive and negative evidence. Based on the history of losses the Company continues to maintain a full valuation allowance against U.S. deferred tax assets with definite lives as management determined that realization of such assets does not meet the more-likely-than-not threshold. In Canada, while CDM is in an overall net deferred tax liability position, a partial valuation allowance has been established against specific net operating loss carryforwards that are not expected to be realized due to statutory restrictions and limitations on future utilization.

 

For interim periods, the Company has historically utilized the estimated annual effective tax rate method under which the Company determined its provision for income taxes based on the current estimate of its annual effective tax rate. For the three months ended March 31, 2026, the Company utilized the discrete effective tax rate method, as allowed under ASC Topic 740, Income Taxes—Interim Reporting, when the application of the estimated annual tax rate method is impractical and does not provide a reliable estimate of the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the interim income taxes on that basis. The Company determined that since small changes in estimated annual pre-tax (loss) income would result in significant changes in the estimated annual effective tax rate and significant variations in the customary relationship between the benefit (expense) from income taxes and pre-tax accounting (loss) income, the historical method would not provide a reliable estimate of the effective tax rate for the three months ended March 31, 2026. The Company will reevaluate the use of this method until the Company believes a return to the estimated annual effective tax rate method is deemed appropriate.

 

For the three months ended March 31, 2026 and 2025, the Company recorded income tax benefit (expense) of $530 and ($99), respectively. At March 31, 2026, the net deferred tax liabilities were $2,190 after valuation allowance, compared to net tax liabilities of $3,541 at December 31, 2025.

 

15

 
   
 

NOTE 12: WARRANTS

 

The Company had outstanding warrants accounted for as equity instruments in the Company’s condensed consolidated financial statements totaling 3,633,303 shares and 5,364,802 shares at March 31, 2026 and December 31, 2025, respectively. The weighted average exercise price of the outstanding warrants was $4.02 and $4.66 at March 31, 2026 and December 31, 2025, respectively. The weighted average remaining contractual life of the outstanding warrants was 2.52 and 2.55 years at March 31, 2026 and December 31, 2025, respectively.

 

On February 16, 2026, the Company entered into a Warrant Repurchase Agreement (the “Warrant Repurchase Agreement”) with Slipstream Communications, LLC (the “Warrant Holder”). Under the Warrant Repurchase Agreement, the Company agreed to repurchase from the Warrant Holder a warrant (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate repurchase price of $200. There was no repurchase feature in the original warrant agreement that would have impacted the equity classification of these warrants while they were outstanding. The repurchase was negotiated between the parties in a separate transaction. The Warrant was initially issued to the Warrant Holder pursuant to a Second Amended and Restated Loan and Security Agreement, dated as of February 17, 2022, by and among the Company, the Warrant Holder and the other signatories thereto and was subsequently amended and restated twice, as of June 30, 2022 and as of October 17, 2024, respectively. As amended and restated, the Warrant was exercisable for up to an aggregate of 1,731,499 shares of Common Stock (the “Warrant Shares”) at an exercise price per Warrant Share equal to $6.00. The closing of the Warrant Repurchase was completed on February 17, 2026. Upon settlement of the transaction, the Warrant was cancelled and is of no further force or effect.

 

NOTE 13: STOCK-BASED COMPENSATION

 

A summary of outstanding options is included below:

 

Time Vesting Options

 

       

Weighted

             
       

Average

  

Weighted

      

Weighted

 
       

Remaining

  

Average

      

Average

 

Range of Exercise

 

Number

  

Contractual

  

Exercise

  

Options

  

Exercise

 

Prices between

 

Outstanding

  

Life

  

Price

  

Exercisable

  

Price

 
$0.01

-

$4.00  1,014,000   9.20  $2.47   -   - 
4.01-8.00  466,671   4.43  $7.38   466,671  $7.38 
 

8.01+

   22,225   13.12  $22.33   22,225   22.33 
     1,502,896   7.61  $4.29   488,896  $8.06 

 

Performance Vesting Options

 

   

Weighted

             
   

Average

  

Weighted

      

Weighted

 
   

Remaining

  

Average

      

Average

 

Number

  

Contractual

  

Exercise

  

Options

  

Exercise

 

Outstanding

  

Life

  

Price

  

Exercisable

  

Price

 
240,000   4.17  $7.59   240,000  $7.59 

 

Market Vesting Options

 

   

Weighted

             
   

Average

  

Weighted

      

Weighted

 
   

Remaining

  

Average

      

Average

 

Number

  

Contractual

  

Exercise

  

Options

  

Exercise

 

Outstanding

  

Life

  

Price

  

Exercisable

  

Price

 
733,334   6.21  $3.00   733,334  $3.00 

 

16

 
   

Market Vesting Options

   

Time Vesting Options

   

Performance Vesting Options

 
           

Weighted

           

Weighted

           

Weighted

 
           

Average

           

Average

           

Average

 
   

Options

   

Exercise

   

Options

   

Exercise

   

Options

   

Exercise

 

Date/Activity

 

Outstanding

   

Price

   

Outstanding

   

Price

   

Outstanding

   

Price

 

Balance, December 31, 2025

    733,334       3.00       1,566,230       4.24       240,000     $ 7.59  

Granted

    -       -       -       -       -       -  

Forfeited or expired

    -       -       (63,334 )     3.14       -       -  

Balance, March 31, 2026

    733,334       3.00       1,502,896       4.29       240,000     $ 7.59  

 

The weighted average remaining contractual life for options exercisable is 5.24 years as of March 31, 2026.

 

Employee Awards

 

Stock-based compensation expense recognized related to stock options and restricted stock units to employees for the three months ended  March 31, 2026 and 2025 was $270 and $2, respectively, and is included in general and administrative expenses in the condensed consolidated financial statements.

 

As of March 31, 2026, there was $2,601 of total unrecognized compensation expense related to unvested share-based awards, which is expected to be recognized over a weighted average period of approximately 2.03 years.

 

Director Awards

 

Compensation expense recognized for the issuance of stock options awarded to our Board of Directors for the three months ended  March 31, 2026 and 2025 was $54 and $0, respectively, and was included in general and administrative expenses in the condensed consolidated financial statements. As of March 31, 2026 there was $162 unrecognized compensation expense related to share-based awards to directors, which is expected to be recognized over a weighted average period of approximately 0.75 years.

 

NOTE 14: SEGMENT REPORTING

 

We currently operate in one reportable segment, marketing technology solutions. The marketing technology solutions segment generates revenue through four primary sources which includes (1) hardware sales from reselling digital signage hardware from original equipment manufacturers, (2) services from helping customers design, deploy, and manage their digital signage and ad-based networks, (3) recurring subscription licensing and support revenue from our digital signage and ad-tech software platforms, which are generally sold via a SaaS model, and (4) selling digital out-of-home (“DOOH”) advertising on infrastructure it owns or operates at retail malls, shopping centers, office buildings, and other commercial properties.

 

Our Chief Executive Officer is our chief operating decision maker (the “CODM”). Our CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, accompanied by information about revenue disaggregated by service. Our CODM uses the segment information primarily to evaluate the profitability and strategic growth potential of the segment. The reported measures of profit or loss are benchmarked against historical performance and market expectations. Based on this analysis, the CODM determines whether or not to invest in new technology or reallocate operating expenses - namely personnel. In addition, the CODM reviews supplementary metrics such as disaggregated revenue as disclosed in Note 3, Revenue Recognition, and customer growth to ensure that our strategic decisions are aligned with long-term performance goals.

 

The measure used by our CODM to assess performance and make operating decisions is net loss as reported on our condensed consolidated statements of operations. Significant segment expenses are reported as total expenses on the condensed consolidated statements of operations. Segment assets are disclosed in the condensed consolidated balance sheets.

 

17

 
 

Significant Customers

 

We had one customer that accounted for 11% of revenue for the three months ended March 31, 2026, compared to three customers that accounted for 20%, 11% and 10% of revenue for the three months ended March 31, 2025. 

 

We had one customer that accounted for 10% of accounts receivable as of March 31, 2026 and one customer that accounted for 12% of accounts receivable as of December 31, 2025.

 

Revenues by Geographical Area

 

The following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:

 

   

Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 

Revenues by Geographical Area:

               

United States

  $ 10,643     $ 9,734  

Canada

    5,705       -  

Total Revenues

  $ 16,348     $ 9,734  

 

Significant Vendors

 

No vendor accounted for more than 10% of outstanding accounts payable at March 31, 2026, and three vendors accounted for 30%, 18% and 10% of outstanding accounts payable at December 31, 2025.

 

Long Lived Assets by Geographical Region

 

The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating and finance lease right-of-use assets:

 

 

   

March 31,

   

December 31,

 
   

2026

   

2025

 
                 

United States

  $ 1,825     $ 1,950  

Canada

    23,162       25,762  
                 

Total

  $ 24,987     $ 27,712  

 

18

 
   
 

NOTE 15: LEASES

 

The Company's lease portfolio is primarily comprised of operating leases for office space and finance leases for computer equipment and DOOH media assets from the acquisition of CDM. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.  Leases are classified as operating or finance leases at the commencement date of the lease. Leases may include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The Company determines the discount rate used to measure lease liabilities based on the rate implicit in the lease, if readily determinable. If the implicit rate is not available, the Company uses its incremental borrowing rate, which is determined based on the rate at which the Company could borrow on a collateralized basis over a similar term and in a similar economic environment to the lease.  

 

The following table summarizes the classification of operating and finance lease assets and liabilities in the Company's condensed consolidated balance sheet as follows: 

 

   

March 31,

   

December 31,

 
   

2026

   

2025

 

Assets:

               

Finance lease assets

  $ 20,425     $ 22,658  

Operating lease assets

    1,980       2,117  

Total lease assets

  $ 22,405     $ 24,775  
                 

Liabilities:

               

Operating lease liabilities:

               

Current portion of operating lease liabilities

  $ 606     $ 596  

Non-current portion of operating lease liabilities

    1,509       1,673  

Finance lease liabilities:

               

Current portion of finance lease liabilities

    5,758       3,799  

Non-current portion of finance lease liabilities

    14,785       17,844  

Total lease liabilities

  $ 22,658     $ 23,912  

 

The following table summarizes the operating and financing lease expenses in the Company's condensed consolidated statements of operations as follows:

 

   

For the Three Months Ended
March 31,

 
   

2026

   

2025

 

Operating lease expense

  $ 180     $ 119  

Finance lease expense:

               

Amortization of right-of-use assets

    1,885       11  

Interest on lease liabilities

    444       2  

Total lease expense

  $ 2,509     $ 132  

 

19

 
 

The following table provides lease term and discount rate information related to operating and finance leases as follows:

 

   

For the Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 

Weighted average remaining lease term (years):

               

Operating leases

    3.8       1.9  

Finance leases

    2.8       2.2  
                 

Weighted average discount rate:

               

Operating leases

    8.2 %     9.5 %

Finance leases

    8.0 %     5.6 %

 

The following sets forth future minimum lease payments as follows:

 

   

Operating

   

Finance

   

Total

 

Future minimum payments:

 

Leases

   

Leases

   

Leases

 

Remainder of 2026

  $ 561     $ 5,947     $ 6,508  

2027

    680       8,109       8,789  

2028

    538       9,094       9,632  

2029

    337       201       538  

2030

    329       -       329  

Total undiscounted cash flows

    2,445       23,351       25,796  

Less imputed interest

    (330 )     (2,808 )     (3,138 )

Present value of lease liabilities

  $ 2,115     $ 20,543     $ 22,658  

 

Supplemental cash flow information and non-cash activity related to leases include the following:

 

   

For the Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 

Cash paid for amounts included in the measurement of lease liabilities:

               

Operating cash flows paid for operating leases

  $ 187     $ 134  

Operating cash flows paid for finance leases

  $ 444     $ 2  

Financing cash flows paid for finance leases

  $ 753     $ 12  
 

NOTE 16: SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events occurring after the balance sheet date through the date the condensed consolidated financial statements were issued and has determined that there were no such events that would require recognition or disclosure in the financial statements.

 

20

 
   
 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion contains various forward-looking statements within the meaning of Section 21E of the Exchange Act. Although we believe that, in making any such statement, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in the following discussion, the words “anticipates,” “believes,” “expects,” “intends,” “plans,” “estimates,” “projects,” “should,” “may,” “proposes,” and similar expressions (or the negative versions of such words or expressions), as they relate to us or our management, are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those anticipated, and many of which are beyond our control. Factors that could cause actual results to differ materially from those anticipated are set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 15, 2026.

 

Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements. Accordingly, we cannot be certain that any of the events anticipated by forward-looking statements will occur or, if any of them do occur, what impact they will have on us. We caution you to keep in mind the cautions and risks described in this document and to refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of the document in which they appear. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

 

Overview

 

The Company transforms environments through digital solutions by providing innovative digital signage solutions for key market segments and use cases, including:

 

 

Retail

 

 

Entertainment and Sports Venues

 

 

Restaurants, including Quick Service Restaurants (“QSR”)

 

 

Convenience Stores

 

 

Financial Services

 

 

Automotive

 

 

Lottery

 

 

Mixed Use Developments

 

 

DOOH Advertising Networks

 

We serve market-leading companies, so there is a good chance that if you leave your home today to shop, work, eat or play, you will encounter one or more of our digital signage experiences. Our solutions are increasingly visible because we help our enterprise customers achieve a range of business objectives including:

 

 

Increased brand awareness;

 

 

Improved customer support;

 

 

Enhanced employee productivity and satisfaction;

 

 

Increased revenue and profitability;

 

 

Improved guest experience;

 

 

Increased customer/guest engagement; and

 

21

 

 

Traffic content and advertising

 

Through a combination of organically grown platforms and a series of strategic acquisitions, the Company assists customers to design, deploy, manage, and monetize their digital signage and in-store retail media networks. The Company sources leads and opportunities for its solutions through its digital and content marketing initiatives, close relationships with key industry partners, including equipment manufacturers and a media sales agent, and the direct efforts of its in-house industry sales experts. Customer engagements focus on consultative conversations that ensure the Company’s solutions are positioned to help customers achieve their business objectives in the most cost-effective manner possible.

 

When comparing us to other digital signage providers, our customers value the following competitive advantages:

 

 

Breadth of solutions – Creative Realities offers a wide breadth of solutions to our customers. Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and services required to implement and run an effective digital signage and in-store retail media networks. We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage and media solutions from design through day two services.

 

 

Managed labor pool – Unlike most companies in our industry, we have a curated labor pool of qualified and vetted field technicians available to service customers quickly nationwide. We can meet tight schedules even in exceptionally large deployments and still ensure quality and consistency.

 

 

In-house creative resources – We assist customers in creating new content or repurposing existing content for digital signage experiences, an activity for which the Company has won several design awards in recent years. In each instance, our services can be essential in helping customers develop an effective content program.

 

 

Network scalability and reliability – Our SaaS content management platforms power some of the largest and most complex digital signage networks in North America, evidencing our ability to manage enterprise scale projects. This also provides us purchasing power to source products and services for our customers, enabling us to deliver cost effective, reliable and powerful solutions to small and medium size business customers.

 

 

AdTech platforms – The Company has developed and deployed the AdLogic and CPM+ platforms, which, working in conjunction with our CMS platforms, present completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks. These platforms anchor the Company's vertical expansion into AdTech bringing new, and expanding existing, addressable markets.

 

 

Market sector expertise – Creative Realities has in-house experts in key market segments such as retail, QSRs, convenience stores, and DOOH advertising. Our expertise in these business segments enable our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives. These experts build industry relationship and create thought leadership that drives lead flow and new opportunities for our business.

 

 

Logistics – Implementing a large digital signage project can be a logistical nightmare that can stall an initiative, even before deployment. Our expertise in logistics improves deployment efficiency, reduces delays and problems, and saves customers time and money.

 

 

Technical support – Digital signage networks present unique challenges for corporate IT departments. We simplify and improve end user support by leveraging our own network operations center (“NOC”) in Louisville, Kentucky. The NOC resolves many issues remotely and when field support is required, it can be dispatched quickly from the NOC, leveraging our managed labor pool to resolve customer issues quickly and effectively.

 

 

Integrations and Application Development – The future of digital signage is not still images and videos on a screen. We believe that interactive applications and integrations with other data sources will dominate the future. From social media feeds, mobile integrations, corporate data stores, or POS systems, our proven ability to build scalable applications and integrations is a key advantage that customers can leverage to deliver more compelling and engaging experiences for their customers.

 

 

Hardware support – A number of digital signage providers sell a proprietary media player or align themselves with just one operating system. We utilize a range of media players including Windows, Android and BrightSign to provide customers the flexibility they need to select the appropriate hardware for any application knowing the entire network can still be served by a single digital signage platform, reducing complexity and improving the productivity of our customers.

 

22

 

 

Retail Media Network – The Company owns and operates the largest mall shopping network in Canada.

 

Our Sources of Revenue

 

The four primary sources of revenue for the Company are:

 

 

Hardware sales from reselling digital signage hardware from original equipment manufacturers such as Samsung and BrightSign.

 

 

Services revenue from helping customers design, deploy and manage their digital signage and in-store retail media networks, including:

 

 

o

Hardware system design/engineering

 

 

o

Hardware installation

 

 

o

Content development

 

 

o

Content scheduling

 

 

o

Post-deployment network and field support

 

 

o

AdTech to traffic advertising and content directly and through programmatic channels

 

 

Recurring subscription licensing and support revenue from our digital signage software platforms, which are generally sold via a SaaS model. Our platforms:

 

 

o

ReflectView, the Company’s core digital signage platform for most applications, scalable and cost effective from 10 to 100,000+ devices;

 

 

o

Reflect Xperience, a web-based interface that allows customers to give content scheduling access to local users via the web or mobile devices, while still maintaining centralized programming control;

 

 

o

AdLogic, the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily;

 

 

o

Clarity, the Company’s digital signage platform for menu board solutions, which has become a market leader for a range of restaurants, including QSRs and convenience store applications; and

 

 

o

iShowroomProX, an omni-channel digital sales support platform targeted at original equipment manufacturers in the transportation sector, which integrates with dozens of key data services including dealer inventory at the VIN level.

 

 

Selling digital out-of-home (DOOH) advertising on infrastructure it owns or operates at retail malls, shopping centers, office buildings, and other commercial properties.

 

While hardware sales and support services revenues can fluctuate more significantly year over year based on new, large-scale network deployments, the Company is focusing on maintaining and increasing recurring SaaS revenue as digital signage adoption/utilization expands across the vertical markets we serve.

 

Our Operating Expenses

 

Our operating expenses are comprised of sales and marketing, and general and administrative expenses. Sales and marketing expenses include salaries and benefits for our sales, business development solution management and marketing personnel, and commissions paid on sales. This category also includes amounts spent on marketing networking events, promotional materials, hardware and software to prospective new customers, including those expenses incurred in trade shows and product demonstrations, and other related expenses. Our general and administrative expenses consist of corporate overhead, including administrative salaries, real property lease payments, salaries, and benefits for our corporate officers and other expenses such as legal and accounting fees.

 

23

 

 

Results of Operations

 

Note: All dollar amounts reported in Results of Operations are in thousands, except per-share information.

 

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

 

The tables presented below compare our results of operations from one period to another and present the results for each period and the change in those results from one period to another in both dollars and percentage change.

 

 

 

  For The Three Months
Ended
             
  March 31,              
    2026    

2025

   

Change $

   

Change %

 
                                 

Sales:

                               

Hardware

  $ 4,557     $ 3,394     $ 1,163       34.3 %

Services and other

    11,791       6,340       5,451       86.0 %

Total sales

    16,348       9,734       6,614       67.9 %

Cost of sales:

                               

Hardware

    3,919       2,304       1,615       70.1 %

Services and other

    6,833       2,977       3,856       129.5 %

Total cost of sales

    10,752       5,281       5,471       103.6 %

Gross profit

    5,596       4,453       1,143       25.7 %
                                 

Operating expenses:

                               

Sales and marketing expenses

    2,897       1,247       1,650       132.3 %

General and administrative expenses

    8,905       3,928       4,977       126.7 %

Total operating expenses

    11,802       5,175       6,627       128.1 %

Operating loss

    (6,206 )     (722 )     (5,484 )     759.6 %
                                 

Other expenses (income):

                               

Interest expense, including amortization of debt discount

    1,465       321       1,144       356.4 %

Gain on settlement of contingent consideration

    -       (4,775 )     4,775       100.0 %

Other expense, net

    320       265       55       20.8 %

Total other (income) expenses, net

    1,785       (4,189 )     5,974       (142.6 %)

Loss before income taxes

    (7,991 )     3,467       (11,458 )     (330.5 %)

Income tax benefit (expense)

    530       (99 )     629       (635.4 %)

Net (loss) income

  $ (7,461 )   $ 3,368     $ (10,829 )     (321.5 %)

 

24

 

 

Sales

 

Sales increased by $6,614 or 68%, to $16,348 for the three months ended March 31, 2026 compared to the same period in 2025. Hardware revenues during the first quarter 2026 were $4,557, an increase of $1,163 as compared to the same period in 2025. Approximately sixty percent of the increase was due to the inclusion of CDM, while the remaining forty percent increase was driven by new customer deployments during the quarter. The number of new deployments was lower than expected due to adverse weather conditions that delayed planned installations in multiple regions. Services and other revenues were $11,791, an increase of $5,451 for the three months ended March 31, 2026, as compared to the same period in 2025, due to the acquisition of CDM. Managed services revenue, which includes the Company’s SaaS subscription services, were $5,106, an increase of $859, or 20%, as compared to the same period in 2025, largely driven by the inclusion of CDM in 2026, which represented approximately $2,118. Other services revenue also increased as a result of the acquisition of CDM, up $851 for the three months ended March 31, 2026 as compared to the same period in 2025.

 

Gross Profit

 

Gross profit margin was 34% compared to 46% for the three months ended March 31, 2026 and 2025, respectively. Hardware gross margin decreased 18 points, due to an unusually higher mix of lower margin QSR deployments during the period and $486 in costs associated with transitioning away from an outsourced installer of a large CDM customer. Services and other gross margin decreased 11 points in the quarter compared to prior year driven by the expiration of certain customer contracts in 2025. 

 

Sales and Marketing Expenses

 

Sales and marketing expenses generally include the salaries, taxes, and benefits of our sales and marketing personnel, as well as trade show activities, travel, and other related sales and marketing expenses. Costs increased by $1,650, or 132% for the three months ended March 31, 2026 as compared to the same period in 2025, driven primarily by the inclusion of CDM which contributed $1,398 of expenses for the period.

 

General and Administrative Expenses

 

General and administrative expenses increased by $4,977 or 127%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily driven by the inclusion of CDM, which represented $3,778 of expense and additional accounting, compliance, legal and other one-time fees and severance costs in connection with the integration of CDM.

 

Interest Expense

 

Interest expense increased by $1,144 or 356%, during the three months ended March 31, 2026 as compared to March 31, 2025 primarily as a result of the new Term Loan entered into during November 2025. See Note 9, Debt, to the Condensed Consolidated Financial Statements for a discussion of the Company’s debt and related interest expense obligations.

 

Other Expense (Income)

 

The Company recognized $320 in other expenses for the three months ended March 31, 2026 as compared to $265 for the three months ended March 31, 2025. The increase is a result of legal costs with respect to patent infringement and the inclusion of CDM in 2026.

 

25

 

 

Summary Unaudited Quarterly Financial Information (Non-GAAP)

 

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("GAAP") measure. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") and adjusted EBITDA ("Adjusted EBITDA") are non-GAAP financial performance measures we believe offer a useful view of the overall operations of our business. These non-GAAP financial performance measures, which may not be comparable to, and may be defined differently than, similarly titled measures used or reported by other companies, should not be considered in isolation from or as a substitute for the related GAAP measures and should be read together with financial information presented on a GAAP basis.

 

EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP. We use non-GAAP financial performance measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. We believe these non-GAAP financial performance measures are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. These measures provide an assessment of core expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. Our management believes that these non-GAAP financial measures provide additional information useful for investors, shareholders and other stakeholders of our Company in gauging our results of operations on an ongoing basis.

 

EBITDA and Adjusted EBITDA have limitations as analytical tools. They should not be viewed in isolation or as a substitute for net income (loss) or any other measure of performance derived in accordance with GAAP. EBITDA and Adjusted EBITDA exclude certain expenses that we believe may not be indicative of our business operating results. EBITDA should not be considered as an alternative to net (loss) income as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. In addition, Adjusted EBITDA excludes stock-based compensation, fair value adjustments and both cash and non-cash non-recurring gains and charges. We strongly urge you to review the following reconciliation of net (loss) income to EBITDA and Adjusted EBITDA, along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you not to rely on any single financial performance measure to evaluate our business.

 

The table below shows the reconciliation of the Company's net (loss) income to EBITDA and Adjusted EBITDA:

 

                   

Quarters

Ended

                 
   

March 31,

   

December 31,

   

September 30,

   

June 30,

   

March 31,

 

Quarters ended

 

2026

   

2025

   

2025

   

2025

   

2025

 

GAAP net (loss) income

  $ (7,461 )   $ (1,965 )   $ (7,862 )   $ (1,817 )   $ 3,368  

Interest expense:

                                       

Amortization of deferred financing costs

    83       60       26       25       26  

Interest expense, net

    1,382       1,055       504       488       295  

Depreciation/amortization:

                                       

Amortization of intangible assets

    1,441       1,350       1,171       1,165       1,136  

Depreciation of property and equipment

    2,452       1,512       54       52       51  

Income tax expense (benefit)

    (530 )     1,175       (82 )     (26 )     99  

EBITDA

  $ (2,633 )   $ 3,187     $ (6,189 )   $ (113 )   $ 4,975  

Adjustments

                                       

Gain on settlement of contingent consideration

    -       -       -       -       (4,775 )

Stock-based compensation

    324       724       308       1,249       2  

Deal & transaction expenses

    43       1,188       766       -       -  
CDM related integration and transition costs     1,452       -       -       -       -  

Loss on impairment of software asset

    -       -       5,712       -       -  

Loss on modification of revolver

    -       24       -       -       -  

Other expense (income)

    320       108       144       (1 )     265  

Adjusted EBITDA

  $ (494 )   $ 5,231     $ 741     $ 1,135     $ 467  

 

26

 

 

Liquidity and Capital Resources

 

Overview

 

See Note 1, Nature of Organization and Operations, to the accompanying Condensed Consolidated Financial Statements for a detailed discussion of liquidity and financial resources.

 

Operating Activities

 

Net cash used in operating activities was $1,723 for the three months ended March 31, 2026 compared to net cash used in operating activities of $2,449 for the three months ended March 31, 2025. Cash used in 2026 was primarily attributable to a net loss of $7,461, adjusted for net non-cash charges of $3,882, partially offset by a $1,856 net source of cash from changes in operating assets and liabilities. Cash used in 2025 was primarily attributable to net income of $3,368 reduced by net non-cash charges of  $(3,398) (including a $4,775 gain on settlement of contingent consideration) and a net use of cash from changes in operating assets and liabilities of $2,419.

 

Investing Activities

 

Net cash used in investing activities was $552 for the three months ended March 31, 2026 compared to $621 for the three months ended March 31, 2025. Capitalization of internally developed software costs was $369 for the three months ended March 31, 2026 compared to $613 for the three months ended March 31, 2025. Purchases of property and equipment were $183 for the three months ended March 31, 2026 compared to $8 for the three months ended March 31, 2025. The Company did not have any material commitments for capital expenditures as of March 31, 2026.

 

Financing Activities

 

Net cash provided by financing activities was $2,515 for the three months ended March 31, 2026 compared to $3,182 for the three months ended March 31, 2025. Cash provided in 2026 was primarily attributable to net borrowings of $4,565 under the New Revolving Credit Facility ($11,037 in proceeds and $6,472 in repayments), partially offset by $1,097 of scheduled principal payments comprised of $900 on the Term Loan and $197 on the Promissory Note, $753 in repayments of finance lease obligations (which increased relative to the prior-year period as a result of finance leases assumed in the CDM Acquisition), and $200 used to repurchase Common Stock warrants pursuant to the Warrant Repurchase Agreement entered into on February 16, 2026. Remaining available amounts under the New Revolving Credit Facility were $12,995 as of March 31, 2026. Cash provided in 2025 was primarily attributable to net borrowings of $6,194 under the Revolving Credit Facility under the Prior Credit Agreement ($12,111 in proceeds and $5,917 in repayments), partially offset by a $3,000 cash payment in connection with the partial settlement of the contingent consideration liability and $12 in repayments of finance lease obligations. See Note 9, Debt, and Note 12, Warrants, to the condensed consolidated financial statements for further discussion.

 

Contractual Obligations and Commitments

 

As of March 31, 2026, we had operating and finance lease obligations of approximately $22,658 payable over the next five years. These obligations relate primarily to corporate office space, warehousing and light-assembly facilities used to stage and deploy digital signage hardware, and leased equipment supporting our operations.

 

Critical Accounting Estimates

 

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense, and the related disclosures. We base our estimates on historical experience and on assumptions that we believe are reasonable under the circumstances; actual results may differ from these estimates.

 

Our critical accounting estimates are described in Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025, and our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, in our financial statements included elsewhere in this quarterly report. There have been no material changes to our critical accounting estimates or significant accounting policies since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025.

 

Off-Balance Sheet Arrangements

 

During the three months ended March 31, 2026, we did not engage in any off-balance sheet arrangements set forth in Item 303(a)(4) of Regulation S-K.

 

27

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Currency Risk

 

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Canadian dollar, causing both our revenue and our operating results to be impacted by fluctuations in the exchange rates. Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign currency loss on foreign-denominated balances, as of March 31, 2026. As our foreign operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial instruments to hedge our foreign currency exchange risk.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2026, and were designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

28

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this Item; however, the discussion of our business and operations should be read together with the Risk Factors set forth in our Annual Report on Form 10-K filed with the SEC on April 15, 2026, and subsequent filings made with the SEC. Such risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flow, strategies or prospects in a material and adverse manner.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Rule 10b5-1 Trading Plans

 

During the quarter ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

29

 
   
 

Item 6. Exhibits

INDEX TO EXHIBITS

Exhibit

Number

Exhibit Description

Form

Exhibit

Filing Date

Filed Herewith

10.1

Warrant Repurchase Agreement dated as of February 16, 2026 by and between the registrant and Slipstream Communications, LLC.

8-K

10.1

February 18, 2026

10.2

First Amendment to Amended and Restated Credit Agreement dated as of February 16, 2026 by and among the registrant, the other Loan Parties signatory thereto, the financial institutions or other entities from time to time parties thereto, each as a Lender, and First Merchants Bank, as Agent for the Lenders.

8-K

10.2

February 18, 2026

31.1

Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a).

     

X

31.2

Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a).

     

X

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.

     

X

32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.

     

X

101.INS

Inline XBRL Instance Document

     

X

101.SCH

Inline XBRL Taxonomy Extension Schema.

     

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

     

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

     

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase.

     

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

     

X

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

     

X

 

30

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

 

CREATIVE REALITIES, INC.

   

Date: May 15, 2026

By: /s/ Richard Mills

 

Richard Mills

 

Chief Executive Officer

   
   

Date: May 15, 2026

By: /s/ Tamra Koshewa

 

Tamra Koshewa

 

Chief Financial Officer

 

31

FAQ

How did Creative Realities (CREX) perform financially in Q1 2026?

Creative Realities posted Q1 2026 revenue of $16.3 million, up from $9.7 million a year earlier, mainly from the CDM acquisition. However, it recorded a net loss of $7.5 million versus prior-year net income of $3.4 million as costs and interest rose sharply.

Does Creative Realities (CREX) disclose a going concern issue in this quarter?

Yes. Management states that conditions raise substantial doubt about Creative Realities’ ability to continue as a going concern, citing a $72.6 million accumulated deficit, negative $9.5 million working capital, recent net losses and dependence on improved operating cash flow or additional liquidity.

What drove the revenue increase for Creative Realities (CREX) in Q1 2026?

Revenue rose to $16.3 million from $9.7 million, mainly due to the acquisition of DDC/CDM. Services and other revenue increased to $11.8 million, including new digital media advertising and higher managed services tied to the expanded digital signage and retail media footprint.

How leveraged is Creative Realities (CREX) after its refinancing and acquisition?

At March 31, 2026, total debt was $47.9 million, including a $34.8 million Term Loan, $9.5 million drawn on the new revolving credit facility and a $3.6 million promissory note at 14%. Lease liabilities added a further $22.7 million of obligations.

What is Creative Realities’ (CREX) cash position and operating cash flow trend?

Cash and cash equivalents were $1.8 million at March 31, 2026, up modestly from $1.6 million at year-end. Operating activities used $1.7 million of cash in Q1 2026, an outflow slightly better than the $2.4 million used in the prior-year quarter.

How did the CDM acquisition affect Creative Realities’ (CREX) margins and expenses?

The CDM acquisition boosted revenue but pressured profitability. Gross margin declined to 34%, impacted by lower-margin deployments and installer transition costs. Sales and marketing and general and administrative expenses more than doubled, with CDM-related costs and integration, compliance and severance expenses contributing significantly.