STOCK TITAN

Pattern Group (NASDAQ: PTRN) posts 47% Q2 revenue growth to $877M

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pattern Group Inc. reported record second-quarter 2026 results, with revenue of $877 million, up 47% year over year. Net Revenue Retention reached a record 129%, while revenue not attributable to Amazon rose 93% to $82 million and international revenue grew 87% to $110 million. Net income was $27 million, diluted EPS $0.15, and Adjusted EBITDA increased 54% to $54 million. Trailing-twelve-month operating cash flow was $136 million and free cash flow was $106 million.

The company ended the quarter with $346 million in cash and no debt and provided strong guidance. For Q3 2026, it expects revenue of $840–$860 million and Adjusted EBITDA of $51–$53 million. For full-year 2026, it guides to revenue of $3.42–$3.46 billion and Adjusted EBITDA of $211–$213 million.

Positive

  • Record growth with scale and profitability: Q2 2026 revenue reached $877 million (up 47%), net income $27 million (up 16%), and Adjusted EBITDA $54 million (up 54% year over year).
  • Strong customer economics: Net Revenue Retention hit a record 129%, with non-Amazon revenue up 93% to $82 million and international revenue up 87% to $110 million.
  • Robust cash and upgraded outlook: Trailing-twelve-month free cash flow was $106 million (up 92%), the company ended Q2 with $346 million in cash and no debt, and management raised full-year 2026 revenue and Adjusted EBITDA guidance.

Negative

  • None.

Filing Explained

Pattern’s secondary share sale generated no proceeds for the company, while the August 5 8-K furnished its quarterly operating results.

This Form 8-K, furnished on August 5, 2026 under Item 2.02, reports Pattern’s results for the quarter ended June 30, 2026; its earnings release is furnished as Exhibit 99.1 and is not treated as filed under Section 18 of the Exchange Act.

The disclosed secondary offering was a sale of shares by a stockholder, and Pattern states that it received no proceeds from that sale. The company did bear indirect initial-public-offering and secondary-offering costs, so the offering’s disclosed company effect is an expense rather than new company cash.

The reported $54 million of adjusted EBITDA and $106 million of free cash flow are non-GAAP measures: adjusted EBITDA excludes listed items such as share-based compensation, while free cash flow subtracts property-and-equipment purchases from operating cash flow.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $877 million Record revenue for the quarter ended June 30, 2026, up 47% year over year
Q2 2026 Net Revenue Retention 129% Record Net Revenue Retention Rate for the trailing twelve months, up from 118% in the prior year period
Q2 2026 Net income $27,499 Net income for the quarter ended June 30, 2026, up 16% year over year
Q2 2026 Adjusted EBITDA $53,805 Adjusted EBITDA for the quarter ended June 30, 2026, up 54% year over year
TTM Free cash flow $106,131 Free cash flow for the last twelve months ended June 30, 2026, up 92% year over year
Cash and cash equivalents $345,830 Cash and cash equivalents on the balance sheet as of June 30, 2026
2026 Revenue guidance $3.42–$3.46 billion Full-year 2026 revenue outlook representing approximately 37% to 38% year-over-year growth
Net Revenue Retention Rate financial
"Record Net Revenue Retention Rate (“NRR”) of 129%, up from 118% in the prior year"
Net revenue retention rate shows how much money a company keeps from its existing customers over time, after accounting for growth or losses. It helps measure if current customers are staying loyal and spending more or less, which is important for understanding the company's ongoing success and stability. Think of it like tracking how much your favorite subscription service keeps and grows its members' payments each year.
Adjusted EBITDA financial
"Adjusted EBITDA (non-GAAP) of $54 million, up 54% year over year"
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.
free cash flow financial
"Free Cash Flow (non-GAAP) for the TTM ended June 30, 2026 of $106 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
share-based compensation financial
"Share-based compensation and related taxes include compensation expense for restricted stock units"
Share-based compensation is when a company pays employees, executives or directors with its own stock or rights to buy stock instead of, or in addition to, cash. Think of it like receiving store gift cards instead of extra paycheck — it can motivate staff to boost the company’s value, but it also increases the number of shares outstanding and can shrink each existing owner’s slice of profits and voting power. Investors watch it because it affects reported earnings, share count and the alignment between management and shareholders.
secondary public offering regulatory
"fees and expenses incurred in conjunction with an underwritten secondary public offering"
A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.
Revenue $877 million Up 47% year over year in Q2 2026
Net income $27 million Up 16% year over year in Q2 2026
Diluted EPS $0.15 Q2 2026 diluted EPS of $0.15 versus $0.18 in Q2 2025
Adjusted EBITDA $54 million Up 54% year over year in Q2 2026
Net Revenue Retention 129% Up from 118% in the prior year period
Free cash flow (TTM) $106 million Up 92% year over year for the last twelve months ended June 30, 2026
Guidance

For Q3 2026, the company expects revenue of $840–$860 million and Adjusted EBITDA of $51–$53 million. For full-year 2026, it guides to revenue of $3.42–$3.46 billion and Adjusted EBITDA of $211–$213 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

How did Pattern Group (PTRN) perform financially in Q2 2026?

Pattern Group delivered record Q2 2026 revenue of $877 million, up 47% year over year, with net income of $27 million and diluted EPS of $0.15. Adjusted EBITDA rose 54% to $54 million, reflecting profitable growth at scale.

What customer and segment metrics did Pattern Group (PTRN) highlight for Q2 2026?

The company reported record Net Revenue Retention of 129%, up from 118% a year earlier. Revenue not attributable to Amazon grew 93% to $82 million, while international revenue increased 87% to $110 million, underscoring diversification across customers and geographies.

What guidance did Pattern Group (PTRN) give for Q3 2026?

For Q3 2026, Pattern Group anticipates revenue of $840–$860 million, representing about 31–34% year-over-year growth. It expects Adjusted EBITDA of $51–$53 million, implying approximately 25–29% year-over-year growth, reflecting seasonality from marketplace promotional event timing.

What is Pattern Group (PTRN)'s full-year 2026 financial outlook?

For full-year 2026, the company guides to revenue of $3.42–$3.46 billion, about 37–38% growth year over year, and Adjusted EBITDA of $211–$213 million, about 38–40% growth, indicating confidence in sustaining rapid, profitable expansion.

How strong is Pattern Group (PTRN)'s cash flow and balance sheet after Q2 2026?

Trailing-twelve-month net cash provided by operating activities was $136 million, with free cash flow of $106 million, up 92% year over year. The company ended June 30, 2026 with $345.8 million in cash and cash equivalents and reported having no debt.

What non-GAAP metrics did Pattern Group (PTRN) emphasize in Q2 2026?

Management highlighted Adjusted EBITDA of $54 million, up 54% year over year, and trailing-twelve-month free cash flow of $106 million, up 92%. These non-GAAP measures exclude items like depreciation, taxes, interest, and share-based compensation to focus on core operating performance.
false000181193500018119352026-08-052026-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
Pattern Group Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4285283-2556861
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1441 West Innovation Way, Suite 500
Lehi, UT
84043
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 765-1355
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Series A common stock, par value $0.001 per sharePTRNNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o



Item 2.02    Results of Operations and Financial Condition.
On August 5, 2026, Pattern Group Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
Press Release issued on August 5, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2026
Pattern Group Inc.
By:/s/ Jason Beesley
Name:Jason Beesley
Title:Chief Financial Officer


Pattern Reports Record Second Quarter 2026 Financial Results
Q2 Revenue Growth of 47% Year over Year, for a Record $877 million
Record NRR of 129%, up from 118% in the Prior Year Period

LEHI, UT — August 5, 2026 — Pattern Group Inc. (NASDAQ: PTRN), a leader in accelerating brands on global ecommerce marketplaces, today announced financial results for the second quarter ended June 30, 2026.
"Q2 marked our fourth consecutive quarter of 40%-plus revenue growth, and the fourth consecutive quarter of adjusted EBITDA growth outpacing revenue. NRR reached a record 129% and our international business crossed $100 million for the first time. Our model is working,” said Dave Wright, Co-Founder and CEO of Pattern. "The deeper brands engage with Pattern, the stronger our data advantage becomes, and the faster they grow."
"The brands we serve are operating in a faster, more competitive, and more complex ecommerce landscape than they were even just a year ago. In May, we launched Pattern Intelligence, or Pi, powered by more than 91 trillion data points and 44 patents issued or pending, delivering real-time optimization across every lever of ecommerce growth. Pi represents years of deliberate investment in our data and AI architecture. We enter the second half of 2026 with momentum and a model that keeps compounding," said Wright.
Second Quarter 2026 Financial Highlights
Record Revenues of $877 million, up 47% year over year.
Record Net Revenue Retention Rate (“NRR”) of 129%, up from 118% in the prior year.
Record Revenue, not attributable to Amazon, of $82 million, up 93% year over year.
Record International Revenue of $110 million, up 87% year over year.
Net income of $27 million, up 16% year over year, and diluted earnings per share of $0.15.
Adjusted EBITDA (non-GAAP) of $54 million, up 54% year over year.
Net cash provided by operating activities for the trailing twelve months (“TTM”) ended June 30, 2026 of $136 million, up 76% year over year.
Free Cash Flow (non-GAAP) for the TTM ended June 30, 2026 of $106 million, up 92% year over year.
See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
Financial Outlook
“Q2 demonstrates the strength of our model. Revenue grew 47% year over year, Adjusted EBITDA grew 54%, trailing twelve-month free cash flow grew 92%, and we ended the quarter with $346 million in cash and no debt. This performance gives us confidence to again raise our full-year outlook," said Jason Beesley, Chief Financial Officer. "Our Q3 outlook reflects about 4 points of revenue and Adjusted EBITDA growth moving into Q2 from Q3, due to the calendar shift of the large marketplace promotional events, which changed from July last year to June this year. We are seeing strong momentum across the business and look forward to continuing to deliver for our brand partners."

For the third quarter 2026, Pattern anticipates:
Revenues in the range of $840 million to $860 million, representing approximately 31% to 34% growth year over year.
Adjusted EBITDA (non-GAAP) in the range of $51 million to $53 million, representing approximately 25% to 29% growth year over year.



For the full year 2026, Pattern anticipates:
Revenues in the range of $3.42 billion to $3.46 billion, representing approximately 37% to 38% growth year over year.
Adjusted EBITDA (non-GAAP) in the range of $211 million to $213 million, representing approximately 38% to 40% growth year over year.
See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures.
Conference Call, Webcast, and Other Information
Pattern will host a conference call and live webcast to discuss its second quarter 2026 financial results at 2:30 p.m. Mountain Time today, August 5, 2026. A live webcast of the call can be accessed from Pattern’s investor relations website at https://investors.pattern.com/. An archived version of the webcast will be available from the same website after the call.
About Pattern
Pattern accelerates brands on global ecommerce marketplaces leveraging proprietary technology and AI. Utilizing more than 91 trillion data points, sophisticated machine learning and AI models, Pattern optimizes and automates all levers of ecommerce growth for global brands, including advertising, content management, logistics and fulfillment, pricing, forecasting and customer service. Hundreds of global brands depend on Pattern’s ecommerce acceleration platform every day to drive profitable revenue growth across more than 70 global marketplaces—including Amazon, TikTok Shop, Walmart.com, Target.com, eBay, Tmall, JD, and Mercado Libre.
Forward-Looking Statements
This press release and corresponding presentation contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the Company’s future performance, growth, opportunities, profitability, cash flows, offerings, momentum, growth of new and existing brand partners, expectations regarding our share repurchase program, growth of our non-Amazon and international business, strategies, market position, macro environment, geopolitical conflict, impacts of trade policies, potential supply chain disruptions, price increases, market trends, consumer spending, sentiment and practices, and our ability to navigate the same; financial guidance regarding revenues, revenue growth, adjusted EBITDA, adjusted EBITDA growth, and other financial items; and statements involving timing, beliefs or assumptions underlying any of the foregoing. You should not place any undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date hereof.
Forward-looking statements are inherently difficult to predict. Actual results could differ materially for a number of reasons, including but not limited to those related to the Company’s relatively limited history operating as a public company which makes it difficult to evaluate the Company’s business and prospects, the market for the Company’s product or service offerings developing slower or differently than expected; any difficulties we may experience with brand partners, marketplaces, sourcing of products, accessing and utilizing marketplace data, responding to technological advancement, attracting/retaining key employees, forecasting consumer demand and practices, maintaining customer satisfaction, optimizing operations, driving traffic to our products; any difficulties with our infrastructure, fulfillment partners, supply chain, payment processors, data storage, data processing, shipping, insurance, competition, macroeconomic factors, consumer discretionary spending, tariffs or trade policies, global or political conflict, inflation rates, exchange rates, or any inability to sustain profitable growth. Other risks and uncertainties include, among others, any problems with product or tool integration, protection of our intellectual property, cyber-attacks or data breaches affecting us, adverse tax, compliance, regulatory or legal developments, lawsuits or claims, and other risks and uncertainties that are detailed under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange



Commission ("SEC") on March 6, 2026, our quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026, and in our subsequent filings with the SEC.

Media Contact:
Tom Cook
Global Communications
press@pattern.com

Investor Contact:
Whitney Kukulka
The Blueshirt Group
investors@pattern.com




Pattern Group Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2025202620252026
Revenues$598,150 $876,773 $1,138,556 $1,650,500 
Operating expenses:
Cost of goods sold341,333 492,410 645,933 925,904 
Operations, general and administrative103,692 165,073 203,768 310,821 
Sales and marketing116,541 170,801 217,220 314,527 
Research and development6,455 12,953 12,098 24,141 
Total operating expenses568,021 841,237 1,079,019 1,575,393 
Operating income30,129 35,536 59,537 75,107 
Interest income, net1,688 2,199 3,205 4,453 
Other income (expense), net32 (197)(129)(479)
Income before income taxes31,849 37,538 62,613 79,081 
Provision for income taxes8,068 10,039 16,030 22,369 
Net income$23,781 $27,499 $46,583 $56,712 
Adjustments to net income attributable to common stockholders7,344 — 14,500 — 
Net income attributable to common stockholders$16,437 $27,499 $32,083 $56,712 
Net earnings per share attributable to common stockholders:
Basic$0.18 $0.16 $0.35 $0.32 
Diluted$0.18 $0.15 $0.35 $0.31 
Weighted-average common shares outstanding:
Basic90,591 176,923 90,591 176,882 
Diluted90,591 181,194 90,591 180,327 



Pattern Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended June 30,
20252026
Cash flows from operating activities:
Net income$46,583 $56,712 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization8,285 11,232 
Stock-based compensation— 18,685 
Deferred income taxes— 6,919 
Other1,396 21 
Changes in operating assets and liabilities:
Accounts receivable, net of allowance(12,271)(30,506)
Inventory7,681 (24,138)
Prepaid expenses and other current assets(3,919)9,411 
Other non-current assets(1,068)36 
Operating leases, net(6)(271)
Accounts payable8,275 24,520 
Accrued expenses(754)13,280 
Other liabilities(3,757)1,369 
Net cash provided by operating activities50,445 87,270 
Cash flows from investing activities:
Purchases of property and equipment(10,578)(20,196)
Net cash used in investing activities(10,578)(20,196)
Cash flows from financing activities:
Payment of taxes withheld upon vesting of restricted stock— (8,075)
Proceeds from employee stock purchase plan— 1,256 
Repurchases of common stock— (3,712)
Net cash used in financing activities— (10,531)
Effect of exchange rates on cash and cash equivalents(229)238 
Net change in cash and cash equivalents39,638 56,781 
Cash and cash equivalents at beginning of the period175,615 289,049 
Cash and cash equivalents at end of the period$215,253 $345,830 



Pattern Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
December 31, 2025June 30,
2026
Assets
Current Assets:
Cash and cash equivalents$289,049 $345,830 
Accounts receivable, net of allowance177,214 207,720 
Inventory294,737 318,298 
Prepaid expenses and other current assets31,575 22,092 
Total current assets792,575 893,940 
Property and equipment, net41,087 53,740 
Intangible assets, net16,694 13,856 
Goodwill37,769 37,841 
Operating lease right-of-use assets28,164 48,910 
Other non-current assets31,350 24,311 
Total assets$947,639 $1,072,598 
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable$274,977 $300,258 
Accrued expenses53,818 67,098 
Operating lease liabilities, current8,826 10,401 
Other current liabilities921 2,362 
Total current liabilities338,542 380,119 
Operating lease liabilities, non-current22,009 40,909 
Other non-current liabilities6,093 5,938 
Total liabilities366,644 426,966 
Stockholders' equity:
Series A Common stock, $0.001 par value: 2,200,000 and 2,200,000 shares authorized, respectively; 154,691 and 155,381 shares issued and outstanding, respectively
155 155 
Series B Common stock, $0.001 par value: 100,000 and 100,000 shares authorized, respectively; 21,703 and 21,703 shares issued and outstanding, respectively
22 22 
Additional paid-in capital551,648 559,802 
Accumulated other comprehensive income448 219 
Retained earnings28,722 85,434 
Total stockholders' equity580,995 645,632 
Total liabilities and stockholders' equity$947,639 $1,072,598 



Supplemental Operational Data
We measure our business using both financial and operating metrics to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.
Existing brand partners are brand partners that have been with Pattern for more than twelve months since Pattern first generated over $1,000 in revenue attributable to such brand partner. New brand partners are all other brand partners that are not existing brand partners.
NRR is an important metric to measure the long-term performance of our brand partner relationships. In any given period, we calculate NRR by comparing total revenue attributable to all existing brand partners in the current trailing 12-month period to that of the previous trailing 12-month period. This metric, expressed as a percentage, provides valuable insight into the accelerated growth delivered through our platform, the effectiveness of our brand expansion strategies and our ability to deepen relationships with existing brand partners. For the purpose of our NRR calculation, we only include brand partners that, as of the measurement date, are existing brand partners. Additionally, for those existing brand partners that, as of the measurement date, have been with Pattern for more than twelve full months but less than 24 full months since we first generated over $1,000 in revenue attributable to such brand partner, we only include current period revenue for the corresponding months in the current period for which the brand partner had attributable revenue in the previous period.
Non-GAAP Financial Measures
We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted EBITDA and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.
We calculate forward-looking non-GAAP financial measures, such as Adjusted EBITDA, based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP financial measures. We do not attempt to provide a reconciliation of forward-looking non-GAAP financial measures to forward-looking GAAP financial measures because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.
We calculate Adjusted EBITDA, as net income excluding depreciation and amortization; interest income, net; provision for income taxes; share-based compensation expense and related taxes; indirect initial public offering and secondary offering costs; and other items that we do not consider representative of our underlying operations. We believe it is useful to exclude charges, such as depreciation and amortization and share-based compensation expense from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude interest income, net; provision for income taxes; and other items that are not components of our core business operations. Non-GAAP financial measures such as Adjusted EBITDA should not be considered in isolation or as an alternative to net income or any other measure of financial performance calculated and prescribed in accordance with GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do, thus limiting its usefulness as a comparative measure.
Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by operating activities reduced by purchases for property and equipment. We believe free cash flow is a useful measure to evaluate the cash



impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
The following table provides a reconciliation of net income to Adjusted EBITDA:
Three Months Ended June 30,
(in thousands)
20252026
Net income$23,781 $27,499 
Add (deduct):
Depreciation and amortization4,240 5,814 
Interest income, net(1,688)(2,199)
Provision for income taxes8,068 10,039 
Other:
Share-based compensation and related taxes(1)
— 11,796 
Indirect initial public offering and secondary offering costs(2)
638 856 
Adjusted EBITDA$35,039 $53,805 
_________________
(1)Share-based compensation and related taxes include compensation expense for both stock and cash settled restricted stock units and the related employer taxes.
(2)Secondary offering costs relate to fees and expenses incurred in conjunction with an underwritten secondary public offering by a certain stockholder of the Company. Pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of September 28, 2021, by and among the Company and the investors listed therein, we are obligated to bear the registration expenses associated with such offering. We did not receive any proceeds from the sale of shares by the selling stockholder.
The following table provides a reconciliation of net cash provided by operating activities to free cash flow:
Last Twelve Months Ended
June 30,
(in thousands)20252026
Net cash provided by operating activities77,324 136,231 
Purchases of property and equipment(22,169)(30,100)
Free cash flow$55,155 $106,131 


Filing Exhibits & Attachments

4 documents