Suncrete Q3 earnings: profit falls to $78K
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Suncrete, Inc. (RMIX) reported third-quarter 2026 revenue of $141.0 million, up 45% from Q2 and 163% from Q3 2025. Net income was $78,000, versus $4.6 million a year earlier and a $37.1 million loss in Q2. Adjusted EBITDA, a non-GAAP measure, was $22.4 million, up 66% sequentially and 64% year over year; Supplemental Adjusted EBITDA was $23.3 million, up 60% from Q2, with a 16.5% margin.
Suncrete’s revised 2026 outlook is revenue of $408.0 million to $434.0 million, a net loss of $44.7 million to $48.7 million, and Adjusted EBITDA of $60.0 million to $64.0 million. The company said some large project start dates are shifting into 2027 and elevated interest rates are pressuring residential construction; its outlook assumes no significant changes in overall economic or Sunbelt conditions and excludes potential contributions from future acquisitions. Nine-month operating cash flow used $8.166 million, versus $17.753 million provided in 2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointQ3 revenue rose 163% year over year; Adjusted EBITDA rose 64%.
Negative
- Moderate pointNine-month operating cash flow was -$8.166 million, versus $17.753 million in 2025.
- Moderate point. Forward-looking: it has not happened yet and may not happen.2026 outlook projects net loss of $44.7 million to $48.7 million.
- Minor pointQ3 net income was $78,000, versus $4.554 million in Q3 2025.
Filing Explained
At September 30, 2026, Suncrete had 49,339,225 Class A and 24,146,609 Class B shares outstanding, increasing existing holders’ ownership dilution absent offsets.
The 8-K reports results for the quarter ended
At
The nine-month cash-flow statement reports
By
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Supplemental Adjusted EBITDA financial
non-GAAP financial measures financial
fair-value inventory step-up technical
redeemable mezzanine equity financial
Earnings Snapshot
For fiscal 2026: revenue of $408.0 million to $434.0 million; net loss of $(48.7) million to $(44.7) million; adjusted net loss of $(21.8) million to $(17.8) million; Adjusted EBITDA of $60.0 million to $64.0 million; Supplemental Adjusted EBITDA of $63.6 million to $67.6 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Suncrete (RMIX)’s Q3 2026 revenue and Adjusted EBITDA?
What is Suncrete’s 2026 financial outlook?
Why did Suncrete revise its 2026 outlook?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Nasdaq Texas, LLC |
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
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2026, Suncrete, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished 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 under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release, issued November 13, 2026 (furnished pursuant to Item 2.02). |
104 |
|
Cover 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.
SUNCRETE, INC. |
|||
|
|
||
Date: November 13, 2026 |
By: |
/s/ Randall Edgar |
|
|
|
Name: |
Randall Edgar |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
NEWS RELEASE
Suncrete Announces Q3 2026 Earnings Results
Revenue Up 163% Compared to Q3 2025 and Up 45% Compared to Q2 2026
TULSA, Okla, Nov. 13, 2026 /PRNewswire/ – Suncrete, Inc. (NASDAQ: RMIX) (the “Company”), a ready-mix concrete logistics and distribution platform strategically located in the Sunbelt region of the United States, today announced results for the third quarter ended September 30, 2026.
Randall Edgar, Suncrete’s Chief Executive Officer, stated, “We are pleased with our performance in the third quarter, with revenue and Supplemental Adjusted EBITDA increasing 163% and 62%, respectively, compared to the second quarter which led to a 150 basis point improvement in Supplemental Adjusted EBITDA margin. Our acquisition integration plans are progressing, with several businesses moving toward Suncrete’s target margin levels. We also took a significant step forward in North Texas, as we further advanced through our integration playbook to improve results.”
Revenues were $141.0 million in the third quarter, an increase of 45% compared to $97.2 million in the second quarter of 2026, and an increase of 163% compared to $53.5 million in the same quarter last year.
Net income was $78 thousand in the third quarter, compared to net loss of $37.1 million in the second quarter of 2026 and net income of $4.6 million in the same quarter last year. Adjusted EBITDA(1) in the third quarter was $22.4 million, an increase of 66% compared to $13.5 million in the second quarter of 2026, and an increase of 64% compared to $13.7 million in the same quarter last year.
Supplemental Adjusted EBITDA(1), which excludes affiliated consultant compensation, in the third quarter was $23.3 million, an increase of 60% compared to $14.6 million in the second quarter of 2026.
Total yards of ready-mix concrete produced and delivered in the third quarter increased 32% compared to the second quarter of 2026 and increased 125% compared to the same quarter last year.
(1) Adjusted EBITDA, Supplemental Adjusted EBITDA and Supplemental EBITDA margin are financial measures not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Please see “Non-GAAP Financial Measures” at the end of this press release for additional information.
2026 Outlook
Edgar added, “Our Sunbelt markets remained active, supporting approximately 10% organic revenue growth and margin expansion in the third quarter. As we approach year-end, some large projects are shifting start dates into 2027, while elevated interest rates continue to pressure residential construction. Our revised outlook ranges reflect these conditions.
“Heading into 2027, we expect significant organic and acquisitive growth as we continue to scale our ready-mix platform across the Sunbelt. Our acquisition pipeline is strong and expanding, and we expect to enter the new year with a healthy pipeline of large commercial projects and robust infrastructure activity across our states.”
This guidance is based on current economic conditions and assumes no significant changes in the overall economy or other condition in the Sunbelt region of the United States in 2026. The guidance does not include the potential contribution of any future acquisitions.
(2) Adjusted net income, Adjusted EBITDA and Supplemental Adjusted EBITDA are financial measures not presented in accordance with GAAP. Please see “Non-GAAP Financial Measures” at the end of this press release for additional information.
Ned N. Fleming, III, the Company’s Executive Chairman, stated, “Our team continues to build Suncrete’s scale and strengthen our local market positions through organic growth and disciplined acquisitions. We acquire high-quality local businesses, retain the leadership and customer relationships that distinguish them, and provide the capital, technology, and operating support to accelerate their growth. As we expand our network, greater market density, purchasing power, and fleet productivity create opportunities to improve margins and returns on invested capital. Our experienced leadership team and repeatable operating model provide a foundation to enter new attractive Sunbelt markets, increase local share, and compound shareholder value over time."
Conference Call
The Company will conduct a conference call today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss financial and operating results for the third quarter ended September 30, 2026. To access the call live by phone, dial (412) 902-0003 and ask for the Suncrete call at least 10 minutes prior to the start time. A webcast of the call will also be available live and for later replay on the Company’s Investor Relations website at www.suncrete.com.
2
About Suncrete
Suncrete is a leading pure-play ready-mix concrete company headquartered in Tulsa, Oklahoma, serving a diversified customer base across infrastructure, commercial, and residential construction projects throughout Oklahoma, Arkansas, Texas, and Louisiana, and concrete products in Arkansas, Louisiana, Mississippi, and Missouri. Suncrete is a scalable and vertically integrated logistics and distribution platform operating as a mission-critical partner in the construction value chain. The Company operates batching plants, a dedicated fleet of owned mixer trucks and a tech-enabled dispatch infrastructure through its decentralized plant network supported by regionally centralized leadership in local markets. Suncrete optimizes purchasing, pricing, customer relationships, and fleet utilization, enabling consistent customer service and reliable delivery of products on time and to customers’ specifications. With a disciplined acquisition strategy and a focus on some of the nation’s fastest-growing and most resilient construction markets, Suncrete is well positioned to benefit from continued population growth, urbanization, and infrastructure investment across the U.S. Sunbelt. To learn more, visit www.suncrete.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” and similar expressions or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, statements related to the Company’s financial projections, future events, business strategy, future performance and future operations, statements regarding the Company’s acquisition strategy and statements relating to the benefits of recently completed acquisitions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the Company’s ability to successfully manage and integrate acquisitions; failure to realize the expected economic benefits of acquisitions, including future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; declines in public infrastructure construction and reductions in government funding; risks related to the Company’s operating strategy; competition for projects in the Company’s local markets; risks associated with the Company’s capital-intensive business; government requirements and initiatives; unfavorable economic conditions and restrictive financing markets; risks related to adverse weather conditions; the Company’s substantial indebtedness and the restrictions imposed on the Company by the terms thereof; risks related to the Company’s information technology systems and infrastructure; the
3
Company’s ability to maintain effective internal control over financial reporting; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Suncrete Investor Contact:
Rick Black
Investor Relations
Suncrete@DennardLascar.com
(713) 529-6600
4
SUNCRETE, INC.
Condensed Consolidated Statements of Operations
(unaudited in thousands, except share and per share amounts)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
$ |
140,957 |
|
|
$ |
53,542 |
|
|
$ |
300,016 |
|
|
$ |
130,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of Goods Sold |
|
|
101,413 |
|
|
|
33,737 |
|
|
|
212,388 |
|
|
|
84,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross Profit |
|
|
39,544 |
|
|
|
19,805 |
|
|
|
87,628 |
|
|
|
45,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative expenses |
|
|
31,122 |
|
|
|
10,510 |
|
|
|
72,512 |
|
|
|
30,001 |
|
Acquisition-related costs |
|
|
2,968 |
|
|
|
1,967 |
|
|
|
16,112 |
|
|
|
1,967 |
|
Loss on disposal of assets, net |
|
|
122 |
|
|
|
156 |
|
|
|
208 |
|
|
|
276 |
|
Total operating expenses |
|
|
34,212 |
|
|
|
12,633 |
|
|
|
88,832 |
|
|
|
32,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
5,332 |
|
|
|
7,172 |
|
|
|
(1,204 |
) |
|
|
13,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
76 |
|
|
|
2 |
|
|
|
(26,800 |
) |
|
|
(481 |
) |
Interest expense, net |
|
|
(5,220 |
) |
|
|
(2,620 |
) |
|
|
(13,262 |
) |
|
|
(7,873 |
) |
Total other expense |
|
|
(5,144 |
) |
|
|
(2,618 |
) |
|
|
(40,062 |
) |
|
|
(8,354 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes |
|
|
188 |
|
|
|
4,554 |
|
|
|
(41,266 |
) |
|
|
5,296 |
|
Income tax expense (benefit) |
|
|
110 |
|
|
|
— |
|
|
|
(2,485 |
) |
|
|
— |
|
Net income (loss) |
|
|
78 |
|
|
|
4,554 |
|
|
|
(38,781 |
) |
|
|
5,296 |
|
Distributions to senior preferred unitholders |
|
|
— |
|
|
|
(583 |
) |
|
|
(1,226 |
) |
|
|
(1,750 |
) |
Series A preferred stock dividends |
|
|
(582 |
) |
|
|
— |
|
|
|
(1,122 |
) |
|
|
— |
|
Accretion of redeemable preferred units to redemption value |
|
|
— |
|
|
|
(1,483 |
) |
|
|
(13,845 |
) |
|
|
(7,655 |
) |
Net income (loss) attributable to common stockholders |
|
$ |
(504 |
) |
|
$ |
2,488 |
|
|
$ |
(54,974 |
) |
|
$ |
(4,109 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic |
|
|
72,696,262 |
|
|
|
19,093,562 |
|
|
|
53,299,334 |
|
|
|
19,093,562 |
|
Weighted average common shares outstanding - diluted |
|
|
72,696,262 |
|
|
|
22,351,160 |
|
|
|
53,299,334 |
|
|
|
19,093,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per common stock |
|
$ |
(0.01 |
) |
|
$ |
0.13 |
|
|
$ |
(1.03 |
) |
|
$ |
(0.22 |
) |
Diluted income (loss) per common stock |
|
$ |
(0.01 |
) |
|
$ |
0.11 |
|
|
$ |
(1.03 |
) |
|
$ |
(0.22 |
) |
5
SUNCRETE, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
|
|
September 30, 2026 (unaudited) |
|
|
December 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
49,049 |
|
|
$ |
6,333 |
|
Accounts receivable, net |
|
|
80,287 |
|
|
|
33,699 |
|
Inventory |
|
|
24,963 |
|
|
|
8,723 |
|
Other current assets |
|
|
13,655 |
|
|
|
5,047 |
|
Total current assets |
|
|
167,954 |
|
|
|
53,802 |
|
Property, plant and equipment: |
|
|
|
|
|
|
||
Property, plant and equipment, at cost |
|
|
291,628 |
|
|
|
168,767 |
|
Less: accumulated depreciation |
|
|
(35,727 |
) |
|
|
(15,930 |
) |
Property, plant and equipment, net |
|
|
255,901 |
|
|
|
152,837 |
|
Goodwill |
|
|
140,697 |
|
|
|
79,505 |
|
Customer relationships, net |
|
|
80,729 |
|
|
|
71,373 |
|
Trade name |
|
|
47,600 |
|
|
|
24,800 |
|
Other noncurrent assets, net |
|
|
18,081 |
|
|
|
2,385 |
|
Total assets |
|
$ |
710,962 |
|
|
$ |
384,702 |
|
|
|
|
|
|
|
|
||
Liabilities, Redeemable Mezzanine Equity and Stockholders' Equity (Deficit) |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
29,322 |
|
|
$ |
12,558 |
|
Accrued liabilities |
|
|
19,477 |
|
|
|
27,080 |
|
Current portion of lease liabilities |
|
|
2,932 |
|
|
|
475 |
|
Long-term debt, current portion |
|
|
24,195 |
|
|
|
13,654 |
|
Total current liabilities |
|
|
75,926 |
|
|
|
53,767 |
|
Long-term lease liability |
|
|
12,893 |
|
|
|
1,727 |
|
Deferred income taxes |
|
|
21,918 |
|
|
|
— |
|
Other long-term liabilities |
|
|
6,650 |
|
|
|
— |
|
Long-term debt, net |
|
|
234,964 |
|
|
|
186,625 |
|
Total liabilities |
|
|
352,351 |
|
|
|
242,119 |
|
Commitments and contingencies (Note 17) |
|
|
|
|
|
|
||
Redeemable mezzanine equity: |
|
|
|
|
|
|
||
Redeemable senior preferred units, zero and 26,000,000 units issued and outstanding (at redemption value) at September 30, 2026 and December 31, 2025, respectively |
|
|
— |
|
|
|
26,590 |
|
Redeemable preferred units, zero and 115,700,000 units issued and outstanding (at redemption value) at September 30, 2026 and December 31, 2025, respectively |
|
|
— |
|
|
|
130,623 |
|
Stockholders' Equity (Deficit): |
|
|
|
|
|
|
||
Series A Preferred Stock, $0.0001 par value, $1,000 stated value per share; 10,000,000 shares authorized, 26,000 and zero shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively |
|
|
— |
|
|
|
— |
|
Class A common stock, $0.0001 par value; 400,000,000 shares authorized, 49,339,225 and 11,023,435 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively |
|
|
5 |
|
|
|
1 |
|
Class B common stock, $0.0001 par value; 100,000,000 shares authorized, 24,146,609 and 11,551,903 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively |
|
|
2 |
|
|
|
1 |
|
Accumulated deficit |
|
|
(58,346 |
) |
|
|
(14,632 |
) |
Additional paid-in capital |
|
|
416,950 |
|
|
|
— |
|
Total stockholders' equity (deficit) |
|
|
358,611 |
|
|
|
(14,630 |
) |
Total liabilities, redeemable mezzanine equity and stockholders' equity (deficit) |
|
$ |
710,962 |
|
|
$ |
384,702 |
|
6
SUNCRETE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
(38,781 |
) |
|
$ |
5,296 |
|
Adjustments to reconcile net income (loss) to net cash provided by |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
27,023 |
|
|
|
12,682 |
|
Loss on disposal of assets, net |
|
|
208 |
|
|
|
276 |
|
Provision for credit losses |
|
|
228 |
|
|
|
— |
|
Non-cash lease expense |
|
|
555 |
|
|
|
91 |
|
Non-cash share-based compensation |
|
|
2,190 |
|
|
|
407 |
|
Non-cash contract asset reduction |
|
|
1,361 |
|
|
|
— |
|
Deferred income taxes |
|
|
(2,466 |
) |
|
|
— |
|
Non-cash expense for Class B shares issued to an affiliated equity holder |
|
|
26,875 |
|
|
|
— |
|
Non-cash debt issuance cost amortization |
|
|
804 |
|
|
|
366 |
|
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
(19,544 |
) |
|
|
(4,752 |
) |
Inventory |
|
|
6,116 |
|
|
|
(463 |
) |
Other current assets |
|
|
(305 |
) |
|
|
(227 |
) |
Other noncurrent assets, net |
|
|
3,429 |
|
|
|
— |
|
Accounts payable |
|
|
(18,372 |
) |
|
|
2,549 |
|
Accrued liabilities |
|
|
2,513 |
|
|
|
1,528 |
|
Net cash provided by (used in) operating activities |
|
|
(8,166 |
) |
|
|
17,753 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
(12,942 |
) |
|
|
(15,117 |
) |
Cash paid for acquisitions, net of cash acquired |
|
|
(172,612 |
) |
|
|
— |
|
Payment of Deferred liability related to acquisition |
|
|
(22,700 |
) |
|
|
— |
|
Proceeds from sales of property, plant and equipment |
|
|
45 |
|
|
|
233 |
|
Net cash used in investing activities |
|
|
(208,209 |
) |
|
|
(14,884 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
||
Borrowings of debt |
|
|
106,057 |
|
|
|
4,000 |
|
Repayment of debt |
|
|
(49,237 |
) |
|
|
(9,075 |
) |
Payment of debt issuance costs |
|
|
(1,840 |
) |
|
|
— |
|
Distributions on Redeemable Senior Preferred Units |
|
|
(1,226 |
) |
|
|
(1,750 |
) |
Distributions on Series A Convertible Perpetual Preferred Stock |
|
|
(532 |
) |
|
|
— |
|
Proceeds from issuance of shares to PIPE investors |
|
|
167,120 |
|
|
|
— |
|
Proceeds from merger financing |
|
|
8,179 |
|
|
|
— |
|
Proceeds from early termination of Forward Purchase Agreement |
|
|
56,744 |
|
|
|
— |
|
Payment of merger and recapitalization related transaction costs |
|
|
(26,174 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
259,091 |
|
|
|
(6,825 |
) |
Net change in cash and cash equivalents |
|
|
42,716 |
|
|
|
(3,956 |
) |
Beginning cash and cash equivalents |
|
|
6,333 |
|
|
|
8,410 |
|
Ending cash and cash equivalents |
|
$ |
49,049 |
|
|
$ |
4,454 |
|
7
Non-GAAP Financial Measures
Adjusted EBITDA represents net income (loss) before interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management does not consider indicative of our core operating performance. Such adjustments include share-based compensation expense, acquisition-related fair value inventory step-up, acquisition-related costs, acquisition bonuses, public company readiness costs, and other (income) expense, as each are applicable to the periods presented. Supplemental Adjusted EBITDA further adjusts Adjusted EBITDA to exclude recurring affiliated consultant compensation. Management believes these measures provide investors with a clearer view of underlying operating performance. Adjusted EBITDA margin and Supplemental Adjusted EBITDA margin represent these measures as a percentage of revenue.
Management uses these measures as key performance indicators to evaluate our operating performance and assess trends, and believes they are also frequently used by securities analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’ understanding of our operating performance and facilitate meaningful period-to-period comparisons. These measures have limitations as analytical tools and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA, Supplemental Adjusted EBITDA, Adjusted EBITDA margin, and Supplemental Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.
8
The following tables present a reconciliation of net income (loss) to Adjusted EBITDA and Supplemental Adjusted EBITDA and the calculation of Adjusted EBITDA margin and Supplement Adjusted EBITDA margin (in thousands):
|
|
Three months ended |
|
Three months ended |
|
||||||||||
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||||
Net income (loss) |
|
$ |
78 |
|
|
$ |
4,554 |
|
$ |
(37,110 |
) |
|
$ |
(325 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest expense, net |
|
|
5,220 |
|
|
|
2,620 |
|
|
4,027 |
|
|
|
2,645 |
|
Income tax benefit |
|
|
110 |
|
|
|
— |
|
|
(2,595 |
) |
|
|
— |
|
Depreciation and amortization expense |
|
|
11,204 |
|
|
|
4,345 |
|
|
9,169 |
|
|
|
4,218 |
|
Share-based compensation expense |
|
|
1,106 |
|
|
|
140 |
|
|
947 |
|
|
|
138 |
|
Acquisition-related costs(1) |
|
|
2,968 |
|
|
|
1,967 |
|
|
12,188 |
|
|
|
— |
|
Public company readiness(2) |
|
|
— |
|
|
|
57 |
|
|
— |
|
|
|
281 |
|
Other (income) expense(3) |
|
|
— |
|
|
|
— |
|
|
26,875 |
|
|
|
— |
|
Acquisition related fair-value inventory step-up (4) |
|
|
1,700 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
22,386 |
|
|
$ |
13,683 |
|
$ |
13,501 |
|
|
$ |
6,957 |
|
Affiliated consultant compensation(5) |
|
905 |
|
|
723 |
|
|
1,121 |
|
|
|
726 |
|
||
Supplemental Adjusted EBITDA |
|
$ |
23,288 |
|
|
|
14,401 |
|
$ |
14,621 |
|
|
$ |
7,683 |
|
Revenues |
|
$ |
140,956 |
|
|
$ |
53,542 |
|
$ |
97,231 |
|
|
$ |
39,496 |
|
Net income margin |
|
|
0.1 |
% |
|
|
8.5 |
% |
|
(38.2 |
)% |
|
|
(0.8 |
)% |
Adjusted EBITDA margin |
|
|
15.9 |
% |
|
|
25.6 |
% |
|
13.9 |
% |
|
|
17.6 |
% |
Supplemental Adjusted EBITDA margin |
|
|
16.5 |
% |
|
|
26.9 |
% |
|
15.0 |
% |
|
|
19.5 |
% |
9
The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and Supplemental Adjusted EBITDA, using the high and low ends of the Company’s projected ranges (unaudited, in thousands):
|
|
For the fiscal year ending December 31, 2026 |
|
|||||
|
|
Low |
|
|
High |
|
||
Net income (loss) |
|
$ |
(48,655 |
) |
|
$ |
(44,655 |
) |
Plus: |
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
18,820 |
|
|
|
18,820 |
|
Income tax (benefit) |
|
|
(2,485 |
) |
|
|
(2,485 |
) |
Depreciation and amortization expense |
|
|
39,227 |
|
|
|
39,227 |
|
Share-based compensation expense |
|
|
3,275 |
|
|
|
3,275 |
|
Acquisition-related costs(1) |
|
|
16,112 |
|
|
|
16,112 |
|
Public company readiness(2) |
|
|
161 |
|
|
|
161 |
|
Other (income) expense(3) |
|
|
26,875 |
|
|
|
26,875 |
|
Acquisition related fair-value inventory step-up (4) |
|
|
1,700 |
|
|
|
1,700 |
|
Adjusted EBITDA |
|
$ |
60,000 |
|
|
$ |
64,000 |
|
Affiliated consultant compensation (5) |
|
|
3,600 |
|
|
|
3,600 |
|
Supplemental Adjusted EBITDA |
|
$ |
63,600 |
|
|
$ |
67,600 |
|
Adjusted net income (loss) represents net income (loss) excluding a non-cash charge equal to the fair value of Class B common stock issued to an affiliated equity holder in connection with the Business Combination.
The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted net income (loss) using the high and low ends of the Company’s projected ranges (unaudited, in thousands):
|
|
For the fiscal year ending December 31, 2026 |
|
|||||
|
|
Low |
|
|
High |
|
||
Net income (loss) |
|
$ |
(48,655 |
) |
|
$ |
(44,655 |
) |
Plus: |
|
|
|
|
|
|
|
|
Other (income) expense(1) |
|
|
26,875 |
|
|
|
26,875 |
|
Adjusted net income (loss) |
|
$ |
(21,780 |
) |
|
$ |
(17,780 |
) |
10