Sangoma (NASDAQ: SANG) Q2 2026 revenue falls to $51.5M with loss
Rhea-AI Filing Summary
Sangoma Technologies reported weaker results for the three and six months ended December 31, 2025, with revenue and profitability down year over year. Quarterly revenue was $51,450 compared with $59,113 a year earlier, and the company recorded a net loss of $1,996 versus $1,881.
For the six‑month period, revenue fell to $102,268 from $119,263, while the net loss widened to $4,333 from $3,791. Services continued to dominate sales at $47,579 of quarterly revenue, with the USA generating most revenue at $48,904. Despite losses, operating cash flow was positive at $15,069, cash and cash equivalents increased to $17,123, and term loans outstanding totaled $37,600 with shareholders’ equity of $250,041.
Positive
- None.
Negative
- Revenue declined and losses widened year over year, with quarterly revenue falling from $59,113 to $51,450 and six‑month revenue from $119,263 to $102,268 while the six‑month net loss increased from $3,791 to $4,333.
Insights
Revenue declined year over year while losses persisted despite solid cash generation.
Sangoma Technologies saw quarterly revenue decline from $59,113 to $51,450, with six‑month revenue dropping from $119,263 to $102,268 for the period ended December 31, 2025. The business remained loss‑making, with a net loss of $1,996 in the quarter and $4,333 year‑to‑date.
Gross profit of $38,246 in the quarter supported continued investment, but operating expenses (sales and marketing, R&D, G&A and amortization) together exceeded gross profit, keeping operating results negative. Services remained the core driver at $47,579 of quarterly revenue, and USA revenue was $48,904, underscoring geographic concentration.
On the balance sheet, cash rose to $17,123 and operating cash flow was a strong $15,069 for the six months, helped by working capital movements and non‑cash charges. However, term loans and facilities totaled $37,600 and intangible assets and goodwill were large at $74,960 and $186,840 respectively as of December 31, 2025, so ongoing earnings performance in subsequent filings will be important for sustaining this capital structure.
FAQ
How did Sangoma Technologies (SANG) perform financially in Q2 fiscal 2026?
Sangoma reported Q2 fiscal 2026 revenue of $51,450, down from $59,113 a year earlier, and a net loss of $1,996 versus $1,881. For the six months ended December 31, 2025, revenue was $102,268 with a net loss of $4,333.
What is Sangoma Technologies’ revenue mix between products and services?
In the quarter ended December 31, 2025, Sangoma generated $47,579 from services and $3,871 from products, totaling $51,450 in revenue. For the six‑month period, services contributed $94,457 while products contributed $7,811, highlighting a services‑centric model.
What were Sangoma Technologies’ cash flow and cash balances as of December 31, 2025?
For the six months ended December 31, 2025, Sangoma produced $15,069 of net cash from operating activities. After modest investing and financing outflows, cash and cash equivalents increased to $17,123 from $13,494, providing additional liquidity despite ongoing net losses.
How leveraged is Sangoma Technologies based on its latest interim balance sheet?
As of December 31, 2025, Sangoma reported operating facilities and loans totaling $37,600, split between $20,600 current and $17,000 long‑term. Shareholders’ equity stood at $250,041, and the company confirmed compliance with all financial covenants under its credit agreements.
Where does Sangoma Technologies generate most of its revenue geographically?
For the three months ended December 31, 2025, Sangoma generated $48,904 of revenue in the USA and $2,546 from other regions, totaling $51,450. For the six‑month period, USA revenue was $97,242, with $5,026 from other markets, showing strong U.S. concentration.
What were Sangoma Technologies’ gross profit and key expense levels in Q2 2026?
In Q2 fiscal 2026, Sangoma’s gross profit was $38,246 on revenue of $51,450. Major expenses included sales and marketing of $12,752, research and development of $10,412, general and administration of $8,807, and amortization of intangible assets of $7,992.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-41175
Sangoma Technologies Corporation
(Exact name of Registrant as specified in its charter)
N/A
(Translation of registrant's name into English)
Bay-Adelaide Centre,
333 Bay Street, Suite 3400,
Toronto, Ontario, Canada M5H 2S7
(905) 474-1990
(Address and telephone number of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ ] Form 40-F [ X ]
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | ||||||||
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three and six month periods ended December 31, 2025 and 2024 | |||||||
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and six month periods ended December 31, 2025 and 2024 | |||||||
| 99.3 | Press Release dated February 4, 2026, titled “Sangoma Announces Second Quarter Fiscal 2026 Results” | |||||||
| 99.4 | Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations) | |||||||
99.5 | Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sangoma Technologies Corporation | |||||||||||
Date: February 4, 2026 | By: | /s/ Larry Stock | |||||||||
| Name: Larry Stock | |||||||||||
| Title: Chief Financial Officer | |||||||||||
SANGOMA TECHNOLOGIES CORPORATION
Condensed consolidated interim financial statements for the
three and six month periods ended December 31, 2025 and 2024
(Unaudited in thousands of US dollars)
Bay-Adelaide Centre,
333 Bay Street, Suite 3400,
Toronto, Ontario,
Canada M5H 2S7
Sangoma Technologies Corporation
Three and six month periods ended December 31, 2025 and 2024
Table of contents
Condensed consolidated interim statements of financial position | 3 | ||||
Condensed consolidated interim statements of loss and comprehensive loss | 4 | ||||
Condensed consolidated interim statements of changes in shareholders’ equity | 5 | ||||
Condensed consolidated interim statements of cash flows | 6 | ||||
Notes to the condensed consolidated interim financial statements | 7-26 | ||||
| Sangoma Technologies Corporation | ||
Condensed consolidated interim statements of financial position | ||
As at December 31, 2025, and June 30, 2025 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
| December 31 | June 30 | |||||||||||||
| Note | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | 4 | 17,123 | 13,494 | |||||||||||
| Trade and other receivables | 4 | 9,317 | 15,131 | |||||||||||
| Inventories | 6 | 7,257 | 8,227 | |||||||||||
| Sales tax receivable | — | 231 | ||||||||||||
| Income tax receivable | 673 | 484 | ||||||||||||
| Contract assets | 1,135 | 1,172 | ||||||||||||
| Derivative assets | 14 | 129 | 254 | |||||||||||
| Other current assets | 4,276 | 3,629 | ||||||||||||
| 39,910 | 42,622 | |||||||||||||
| Non-current assets | ||||||||||||||
| Property and equipment | 7 | 5,252 | 6,433 | |||||||||||
| Right-of-use assets | 8 | 6,617 | 7,215 | |||||||||||
| Intangible assets | 9 | 74,960 | 91,124 | |||||||||||
| Development costs | 10 | 8,452 | 8,438 | |||||||||||
| Deferred income tax assets | 1,128 | 1,711 | ||||||||||||
| Goodwill | 12 | 186,840 | 186,840 | |||||||||||
| Contract assets | 1,539 | 1,752 | ||||||||||||
| Derivative assets | 14 | 4 | 41 | |||||||||||
| Other non-current assets | 724 | 369 | ||||||||||||
| 325,426 | 346,545 | |||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable and accrued liabilities | 4,16(i) | 15,438 | 15,552 | |||||||||||
| Provisions | 13 | 166 | 172 | |||||||||||
| Sales tax payable | 2,993 | 4,012 | ||||||||||||
| Income tax payable | 237 | 647 | ||||||||||||
| Operating facility and loans | 14 | 20,600 | 20,600 | |||||||||||
| Contract liabilities | 15 | 4,846 | 7,037 | |||||||||||
| Lease obligations on right-of-use assets | 8 | 1,522 | 1,456 | |||||||||||
| 45,802 | 49,476 | |||||||||||||
| Long term liabilities | ||||||||||||||
| Operating facility and loans | 14 | 17,000 | 27,300 | |||||||||||
| Contract liabilities | 15 | 2,735 | 2,695 | |||||||||||
| Non-current lease obligations on right-of-use assets | 8 | 6,085 | 6,752 | |||||||||||
| Deferred income tax liabilities | 2,519 | 4,297 | ||||||||||||
| Other non-current liabilities | 1,244 | 1,830 | ||||||||||||
| 75,385 | 92,350 | |||||||||||||
| Shareholders’ equity | ||||||||||||||
| Share capital | 380,271 | 380,126 | ||||||||||||
| Contributed surplus | 21,207 | 20,949 | ||||||||||||
| Accumulated other comprehensive (loss) income | (159) | 65 | ||||||||||||
| Accumulated deficit | (151,278) | (146,945) | ||||||||||||
| 250,041 | 254,195 | |||||||||||||
| 325,426 | 346,545 | |||||||||||||
| Approved by the Board | ||||||||
| (Signed) | Al Guarino | Director | ||||||
| (Signed) | Allan Brett | Director | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
| Sangoma Technologies Corporation | ||
Condensed consolidated interim statements of loss and comprehensive loss | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
| Three month periods ended | Six month periods ended | ||||||||||||||||
| December 31, | December 31, | ||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Revenue | 18 | 51,450 | 59,113 | 102,268 | 119,263 | ||||||||||||
| Cost of sales | 13,204 | 18,625 | 27,217 | 37,594 | |||||||||||||
| Gross profit | 38,246 | 40,488 | 75,051 | 81,669 | |||||||||||||
| Expenses | |||||||||||||||||
| Sales and marketing | 12,752 | 12,599 | 24,477 | 25,155 | |||||||||||||
| Research and development | 10 | 10,412 | 10,323 | 21,725 | 21,665 | ||||||||||||
| General and administration | 8,807 | 10,175 | 16,053 | 20,135 | |||||||||||||
| Amortization of intangible assets | 9 | 7,992 | 8,199 | 16,164 | 16,397 | ||||||||||||
| Interest expense (net) | 4, 8 ,14 | 476 | 1,105 | 1,125 | 2,483 | ||||||||||||
| Restructuring and business integration costs | 139 | 242 | 702 | 242 | |||||||||||||
| Loss before income tax | (2,332) | (2,155) | (5,195) | (4,408) | |||||||||||||
| Provision for income taxes | |||||||||||||||||
| Current | 11 | 232 | 883 | 760 | 1,374 | ||||||||||||
| Deferred | 11 | (568) | (1,157) | (1,622) | (1,991) | ||||||||||||
| Net loss | (1,996) | (1,881) | (4,333) | (3,791) | |||||||||||||
Other comprehensive loss | |||||||||||||||||
Items to be reclassified to net loss | |||||||||||||||||
| Loss in fair value of interest rate swaps, net of tax | 11,14 | (54) | (74) | (121) | (398) | ||||||||||||
| Foreign currency translation adjustment | (182) | — | (103) | — | |||||||||||||
| Comprehensive loss | (2,232) | (1,955) | (4,557) | (4,189) | |||||||||||||
| Loss per share | |||||||||||||||||
| Basic and diluted | 16(iii) | $ | (0.06) | $ | (0.06) | $(0.13) | $(0.11) | ||||||||||
| Weighted average number of shares outstanding | |||||||||||||||||
| Basic and diluted | 16(iii) | 33,118,878 | 33,419,116 | 33,224,316 | 33,478,400 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
| Sangoma Technologies Corporation | ||
Condensed consolidated interim statements of changes in shareholders' equity | ||
For the six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
| Note | Number of common shares | Share capital | Contributed surplus | Accumulated other comprehensive earnings (loss) | Retained earnings (accumulated deficit) | Total shareholders' equity | |||||||||||||||||
| # | $ | $ | $ | $ | $ | ||||||||||||||||||
| Balance, July 1, 2024 | 33,340,159 | 380,986 | 20,053 | 626 | (141,935) | 259,730 | |||||||||||||||||
| Net loss | — | — | — | — | (3,791) | (3,791) | |||||||||||||||||
| Change in fair value of interest rate swaps, net of tax | 11, 14 | — | — | — | (398) | — | (398) | ||||||||||||||||
| Common shares issued for RSU exercised | 16(i),16(ii) | 252,375 | 1,394 | (1,394) | — | — | — | ||||||||||||||||
| Share-based compensation expense | 16(ii) | — | — | 1,766 | — | — | 1,766 | ||||||||||||||||
Balance, December 31, 2024 | 33,592,534 | 382,380 | 20,425 | 228 | (145,726) | 257,307 | |||||||||||||||||
| Balance, July 1, 2025 | 33,262,910 | 380,126 | 20,949 | 65 | (146,945) | 254,195 | |||||||||||||||||
| Net loss | — | — | — | — | (4,333) | (4,333) | |||||||||||||||||
| Change in fair value of interest rate swaps, net of tax | 11, 14 | — | — | — | (121) | — | (121) | ||||||||||||||||
| Change in cumulative impact of foreign currency | — | — | — | (103) | — | (103) | |||||||||||||||||
| Common shares issued under employee share purchase plan | 16(i) | 12,033 | 72 | — | — | — | 72 | ||||||||||||||||
| Common shares issued for RSU exercised | 16(i),16(ii) | 195,115 | 1,101 | (1,101) | — | — | — | ||||||||||||||||
| Common shares purchased and cancelled, net of tax | 16(i) | (270,694) | (1,028) | — | — | — | (1,028) | ||||||||||||||||
| Share-based compensation expense | 16(ii) | — | — | 1,359 | — | — | 1,359 | ||||||||||||||||
Balance, December 31, 2025 | 33,199,364 | 380,271 | 21,207 | (159) | (151,278) | 250,041 | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
| Sangoma Technologies Corporation | ||
Condensed consolidated interim statements of cash flows | ||
For the six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
| Six month periods ended | |||||||||||
| December 31, | |||||||||||
| Note | 2025 | 2024 | |||||||||
| Operating activities | $ | $ | |||||||||
| Net loss | (4,333) | (3,791) | |||||||||
| Adjustments for: | |||||||||||
| Depreciation of property and equipment | 7 | 1,709 | 2,091 | ||||||||
| Depreciation of right-of-use assets | 8 | 768 | 1,331 | ||||||||
| Amortization of intangible assets | 9 | 16,164 | 16,397 | ||||||||
| Amortization of development costs | 10 | 3,108 | 2,946 | ||||||||
| Income tax recovery | 11 | (862) | (617) | ||||||||
| Income tax paid | (862) | (422) | |||||||||
| Share-based compensation expense | 16(ii) | 1,359 | 1,766 | ||||||||
| Unrealized foreign exchange gain (loss) | (125) | 17 | |||||||||
| Accretion expense | 8 | 121 | 161 | ||||||||
| Loss on disposal of property and equipment | 7 | 135 | 131 | ||||||||
| Changes in working capital | |||||||||||
| Trade and other receivables | 1,314 | 4,585 | |||||||||
| Inventories | 970 | 1,651 | |||||||||
| Sales tax receivable | 231 | (45) | |||||||||
| Contract assets | 250 | 477 | |||||||||
| Other assets | (1,002) | 905 | |||||||||
| Sales tax payable | (1,019) | (691) | |||||||||
| Accounts payable and accrued liabilities | (114) | (2,325) | |||||||||
| Provisions | (6) | — | |||||||||
| Other non current liabilities | (586) | 943 | |||||||||
| Contract liabilities | (2,151) | (1,470) | |||||||||
| Net cash provided by operating activities | 15,069 | 24,040 | |||||||||
| Investing activities | |||||||||||
| Purchase of property and equipment | 7 | (663) | (947) | ||||||||
| Development costs | 10 | (3,138) | (3,295) | ||||||||
| Proceeds from sale of VoIP Supply LLC | 19 | 4,500 | — | ||||||||
| Net cash flows provided by (used in) investing activities | 699 | (4,242) | |||||||||
| Financing activities | |||||||||||
| Repayments of operating facility and loan | 14 | (10,300) | (17,450) | ||||||||
| Repayment of lease obligations on right-of-use assets | 8 | (883) | (1,514) | ||||||||
| Common shares issued under employee share purchase plan | 16(i) | 72 | — | ||||||||
| Common shares purchased and canceled | 16(i) | (1,028) | — | ||||||||
| Net cash flows used in financing activities | (12,139) | (18,964) | |||||||||
| Increase in cash and cash equivalents | 3,629 | 834 | |||||||||
Cash and cash equivalents, beginning of the period | 13,494 | 16,231 | |||||||||
Cash and cash equivalents, end of the period | 17,123 | 17,065 | |||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
1. General information
Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company was incorporated in Canada, and its legal name is Sangoma Technologies Corporation. Its primary operating subsidiaries as of December 31, 2025 are Sangoma Technologies Inc., and Sangoma US Inc.. As a result of the reorganization activities completed during fiscal 2025, Sangoma US Inc. is now the single operating subsidiary in the United States of America responsible for all businesses in the United States.
Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators globally rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software.
The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 and the Company operates in multiple jurisdictions.
2. Significant accounting policies
Statement of compliance and basis of presentation
These interim financial statements for the three and six month periods ended December 31, 2025 and 2024 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).
These interim financial statements do not include all of the disclosures required by International Financial Reporting Standards (“IFRS Accounting Standards”) for annual consolidated financial statements and accordingly should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2025 (“annual financial statements”) prepared in accordance with IFRS Accounting Standards.
3. Significant accounting judgements, estimates and uncertainties
These unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2025. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2025.
The preparation of the unaudited condensed consolidated interim financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported assets, liabilities, revenue and expenses, consistent with those described in the Company’s annual financial statements and as described in these interim financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with the corresponding effect on profit or loss, when, and if, better information is obtained.
7
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
4. Financial instruments
The fair values of the cash, trade and other receivables, other current assets, accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate.
Derivative assets and liabilities are recorded at fair value.
Cash and cash equivalents are comprised of:
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| Cash at bank and on hand | 17,107 | 13,494 | ||||||
| Restricted cash | 16 | — | ||||||
| Cash and cash equivalents | 17,123 | 13,494 | ||||||
Cash includes demand deposits with financial institutions and cash equivalents consist of short-term, highly liquid investments purchased with original maturities of three months or less. As at December 31, 2025 and June 30, 2025 the Company had no demand deposits and cash equivalents.
The Restricted cash is held for shares repurchased under the Normal Course Issuer Bid (“NCIB”).
Interest expense (net) comprises of total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss, and can be summarized as follows:
The Company earns interest income from its liquidable money market deposit account to generate steady cash flows and to manage liquidity. The interest rate on the account is variable based on prevailing market rate.
| Three month periods ended | Six month periods ended | ||||||||||||||||
| December 31 | December 31 | ||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Interest income | (106) | (10) | (247) | (21) | |||||||||||||
| Interest expense | 14 | 512 | 1,037 | 1,251 | 2,343 | ||||||||||||
| Accretion expense | 8 | 70 | 78 | 121 | 161 | ||||||||||||
| Interest expense (net) | 476 | 1,105 | 1,125 | 2,483 | |||||||||||||
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk, interest rate risk and market risk.
8
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. Where possible, the Company uses an insurance policy with Export Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure.
| December 31 | June 30 | ||||||||||
| Note | 2025 | 2025 | |||||||||
| $ | $ | ||||||||||
| Trade receivables | 9,317 | 10,631 | |||||||||
| Proceeds due on sale of VoIP Supply LLC | 19 | — | 4,500 | ||||||||
| Trade and other receivables | 9,317 | 15,131 | |||||||||
As at June 30, 2025, the Company recorded $4,500 in respect of proceeds due on the the sale of VoIP Supply LLC. (note 19 ), all of which was received during the six month periods ended December 31, 2025.
The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with some of the over 90-day receivable not being covered by EDC:
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| Trade receivables aging: | ||||||||
| 0-30 days | 7,308 | 9,294 | ||||||
| 31-90 days | 1,368 | 812 | ||||||
| Greater than 90 days | 989 | 1,021 | ||||||
| 9,665 | 11,127 | |||||||
| Expected credit loss provision | (348) | (496) | ||||||
| Net trade receivables | 9,317 | 10,631 | ||||||
The movement in the provision for expected credit losses can be reconciled as follows:
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| Expected credit loss provision: | ||||||||
| Expected credit loss provision, beginning balance | (496) | (1,369) | ||||||
Net change in expected credit loss provision during the period | 148 | 873 | ||||||
| Expected credit loss provision, ending balance | (348) | (496) | ||||||
The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected
credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.
Substantially all of the Company’s cash and cash equivalents are held with major Canadian and US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.
9
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates and align this planning and budgeting process with its financing activities through its capital management process.
The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at December 31, 2025:
| within 12 months | 13-24 months | 25-36 months | >36 months | Total | |||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | 15,438 | — | — | — | 15,438 | ||||||||||||
| Sales tax payable | 2,993 | — | — | — | 2,993 | ||||||||||||
| Operating facility and loans | 20,600 | 14,038 | 2,962 | — | 37,600 | ||||||||||||
| Lease obligations on right of use assets | 1,730 | 1,530 | 1,214 | 3,889 | 8,363 | ||||||||||||
| Other non-current liabilities | — | — | — | 1,244 | 1,244 | ||||||||||||
| 40,761 | 15,568 | 4,176 | 5,133 | 65,638 | |||||||||||||
Foreign currency risk
A portion of the Company’s transactions occur in a foreign currency (Australian Dollar (AUD), Canadian Dollars (CAD), Columbia Peso (COP), Euros (EUR), Great British Pounds (GBP), Indian Rupees (INR), and Philippine Peso (PHP), therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities. As at December 31, 2025, a 10% depreciation or appreciation of the AUD, CAD, COP, EUR, GBP, INR, and PHP currencies against the U.S. dollar would have resulted in an approximate $59 (June 30, 2025 - $58) increase or decrease, respectively, in total comprehensive loss.
Interest rate risk
The Company’s exposure to interest rate fluctuations is with its credit facility (Note 14) which bears interest at a floating rate. As at December 31, 2025, a change in the interest rate of 1% per annum would have an impact of approximately $321 (December 31, 2024 - $484) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 14) to manage the exposure to changes in SOFR-rate based interest rate. As described in detail in Note 14, the fair value of the interest rate swaps are a current asset of $129 and non-current asset of $4 on December 31, 2025 (June 30, 2025 - current asset of $254 and non-current asset of $41).
5. Capital management
The Company’s objectives in managing capital is to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the viability of the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period, and apart from the financial covenants as discussed in Note 14, the Company is not subject to any other capital requirements imposed by external parties.
10
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
6. Inventories
Inventories recognized in the condensed consolidated interim statements of financial position are comprised of:
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| Finished goods | 3,387 | 4,310 | ||||||
| Components and parts | 4,705 | 5,263 | ||||||
| 8,092 | 9,573 | |||||||
| Provision for obsolescence | (835) | (1,346) | ||||||
| Net inventory carrying value | 7,257 | 8,227 | ||||||
11
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
7. Property and equipment
| Office furniture | Stockroom | ||||||||||||||||||||||
| and computer | Software | and production | Tradeshow | Leasehold | |||||||||||||||||||
| Note | equipment | equipment | equipment | improvements | Total | ||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Balance at July 1, 2024 | 5,974 | 500 | 15,656 | 47 | 510 | 22,687 | |||||||||||||||||
| Additions | 804 | — | 1,587 | — | — | 2,391 | |||||||||||||||||
| Disposals | (3) | — | (606) | — | — | (609) | |||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | (113) | (82) | — | — | — | (195) | ||||||||||||||||
Balance at June 30, 2025 | 6,662 | 418 | 16,637 | 47 | 510 | 24,274 | |||||||||||||||||
| Additions | 130 | — | 342 | — | 191 | 663 | |||||||||||||||||
| Disposals | — | — | (433) | — | — | (433) | |||||||||||||||||
Balance at December 31, 2025 | 6,792 | 418 | 16,546 | 47 | 701 | 24,504 | |||||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||
Balance at July 1, 2024 | 4,179 | 456 | 9,207 | 47 | 404 | 14,293 | |||||||||||||||||
| Depreciation expense | 721 | 15 | 3,295 | — | 35 | 4,066 | |||||||||||||||||
| Disposals | — | — | (389) | — | — | (389) | |||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | (74) | (55) | — | — | — | (129) | ||||||||||||||||
Balance at June 30, 2025 | 4,826 | 416 | 12,113 | 47 | 439 | 17,841 | |||||||||||||||||
| Depreciation expense | 508 | 2 | 1,183 | — | 16 | 1,709 | |||||||||||||||||
| Disposals | — | — | (298) | — | — | (298) | |||||||||||||||||
Balance at December 31, 2025 | 5,334 | 418 | 12,998 | 47 | 455 | 19,252 | |||||||||||||||||
| Net book value as at: | |||||||||||||||||||||||
Balance at June 30, 2025 | 1,836 | 2 | 4,524 | — | 71 | 6,433 | |||||||||||||||||
Balance at December 31, 2025 | 1,458 | — | 3,548 | — | 246 | 5,252 | |||||||||||||||||
For the three and six month periods ended December 31, 2025, depreciation expenses of $175 and $335 (December 31, 2024- $209 and $420) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Depreciation expenses in the amounts of $647 and $1,374 were included in cost of sales for the three and six month periods ended December 31, 2025 (December 31, 2024 - $797 and $1,671).
For the three and six month periods ended December 31, 2025, loss on disposal of $22 and $135 (December 31, 2024- $55 and $131) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss.
12
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
8. Leases: Right-of-use assets and lease obligations
The Company’s lease obligations and right-of-use assets are presented below:
| Note | Right-of-use assets | |||||||
| $ | ||||||||
| Present value of leases | ||||||||
Balance as at July 1, 2024 | 19,757 | |||||||
| Additions | 93 | |||||||
| Terminations | (4,504) | |||||||
| Disposal of VoIP Supply LLC | 19 | (1,149) | ||||||
Balance at June 30, 2025 | 14,197 | |||||||
| Additions | 170 | |||||||
Balance at December 31, 2025 | 14,367 | |||||||
| Accumulated depreciation and repayments | ||||||||
Balance as at July 1, 2024 | 9,593 | |||||||
| Depreciation expense | 2,564 | |||||||
| Terminations | (4,072) | |||||||
| Disposal of VoIP Supply LLC | 19 | (1,103) | ||||||
Balance at June 30, 2025 | 6,982 | |||||||
| Depreciation expense | 768 | |||||||
Balance at December 31, 2025 | 7,750 | |||||||
| Net book value as at: | ||||||||
| June 30, 2025 | 7,215 | |||||||
| December 31, 2025 | 6,617 | |||||||
13
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
| Note | Lease obligations | |||||||
| $ | ||||||||
| Present value of leases | ||||||||
Balance as at July 1, 2024 | 11,284 | |||||||
| Additions | 93 | |||||||
| Repayments | (2,924) | |||||||
| Accretion expense | 301 | |||||||
| Terminations | (502) | |||||||
| Effects of movements on exchange rates | 5 | |||||||
| Disposal of VoIP Supply LLC | 19 | (49) | ||||||
Balance at June 30, 2025 | 8,208 | |||||||
| Additions | 170 | |||||||
| Repayments | (883) | |||||||
| Accretion expense | 121 | |||||||
| Effects of movements on exchange rates | (9) | |||||||
Balance at December 31, 2025 | 7,607 | |||||||
| Lease Obligations - Current | 1,522 | |||||||
| Lease Obligations - Non-current | 6,085 | |||||||
| 7,607 | ||||||||
14
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
9. Intangible assets
| Other | ||||||||||||||||||||
| Purchased | Customer | purchased | ||||||||||||||||||
| Note | technology | relationships | Brand | intangibles | Total | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
Balance at July 1, 2024 | 110,123 | 126,456 | 6,787 | 2,748 | 246,114 | |||||||||||||||
| Disposal of VoIP Supply LLC | 19 | — | (1,160) | (1,050) | — | (2,210) | ||||||||||||||
Balance at June 30, 2025 | 110,123 | 125,296 | 5,737 | 2,748 | 243,904 | |||||||||||||||
Balance at December 31, 2025 | 110,123 | 125,296 | 5,737 | 2,748 | 243,904 | |||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
Balance at July 1, 2024 | 59,259 | 55,769 | 4,210 | 2,748 | 121,986 | |||||||||||||||
| Amortization expense | 17,385 | 14,793 | 590 | — | 32,768 | |||||||||||||||
| Disposal of VoIP Supply LLC | 19 | — | (1,160) | (814) | — | (1,974) | ||||||||||||||
Balance at June 30, 2025 | 76,644 | 69,402 | 3,986 | 2,748 | 152,780 | |||||||||||||||
| Amortization expense | 8,512 | 7,397 | 255 | — | 16,164 | |||||||||||||||
Balance at December 31, 2025 | 85,156 | 76,799 | 4,241 | 2,748 | 168,944 | |||||||||||||||
| Net book value as at: | ||||||||||||||||||||
Balance at June 30, 2025 | 33,479 | 55,894 | 1,751 | — | 91,124 | |||||||||||||||
Balance at December 31, 2025 | 24,967 | 48,497 | 1,496 | — | 74,960 | |||||||||||||||
For the three and six month periods ended December 31, 2025, amortization of intangible assets were $7,992 and $16,164 (December 31, 2024 - $8,199 and $16,397).
15
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
10. Development costs
| Cost | $ | ||||
Balance at July 1, 2024 | 17,702 | ||||
| Additions | 6,448 | ||||
| Investment tax credits | (174) | ||||
Balance at June 30, 2025 | 23,976 | ||||
| Additions | 3,138 | ||||
| Investment tax credits | (16) | ||||
Balance at December 31, 2025 | 27,098 | ||||
| Accumulated amortization | |||||
Balance at July 1, 2024 | (9,892) | ||||
| Amortization | (5,646) | ||||
Balance at June 30, 2025 | (15,538) | ||||
| Amortization | (3,108) | ||||
Balance at December 31, 2025 | (18,646) | ||||
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| Net capitalized development costs | 8,452 | 8,438 | ||||||
Amortization expense is included in research and development expense in the consolidated interim statements of loss and comprehensive loss. For the three and six month periods ended December 31, 2025, amortization were $1,573 and $3,108 (December 31, 2024 - $1,520 and $2,946). In addition to the above amortization, the Company has recognized $8,839 and $18,617 of engineering expenditures as expenses during the three and six month periods ended December 31, 2025 (December 31, 2024 - $8,803 and $18,719).
16
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
11. Income tax
The Company income tax expense is determined as follows:
| Three month periods ended | Six month periods ended | |||||||||||||
| December 31 | December 31 | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Statutory income tax rate | 25.81% | 25.76% | 25.81% | 25.76% | ||||||||||
| $ | $ | $ | $ | |||||||||||
| Loss before income tax | (2,332) | (2,155) | (5,195) | (4,408) | ||||||||||
| Expected income tax recovery | (604) | (554) | (1,343) | (1,135) | ||||||||||
| Difference in foreign tax rates | 5 | 4 | 20 | 4 | ||||||||||
| Share based compensation | 214 | 268 | 351 | 455 | ||||||||||
| Other non deductible expenses | (12) | (33) | (21) | (57) | ||||||||||
| Changes in estimates | 2 | — | 9 | 1 | ||||||||||
| Scientific Research and Experimental Development (SR&ED) | 9 | 23 | 25 | 43 | ||||||||||
| Changes in tax benefits not recognized | 50 | 18 | 97 | 72 | ||||||||||
| Income tax recovery | (336) | (274) | (862) | (617) | ||||||||||
| The Company’s income tax expense is allocated as follows: | $ | $ | $ | $ | ||||||||||
| Current tax expense | 232 | 883 | 760 | 1,374 | ||||||||||
| Deferred income tax recovery | (568) | (1,157) | (1,622) | (1,991) | ||||||||||
| Income tax recovery | (336) | (274) | (862) | (617) | ||||||||||
12. Goodwill
The carrying amount and movements of goodwill was as follows:
| Note | $ | |||||||
Balance at July 1, 2024 | 187,502 | |||||||
| Disposal of VoIP Supply LLC | 19 | (662) | ||||||
Balance at June 30, 2025 | 186,840 | |||||||
Balance at December 31, 2025 | 186,840 | |||||||
There is no addition to goodwill for the three and six month periods ended December 31, 2025. The Company has evaluated for triggers of impairment at December 31, 2025 and has not identified any indicators of impairment.
17
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
13. Provisions
| $ | |||||
Balance at July 1, 2024 | 405 | ||||
Provision reversed during the period | (233) | ||||
Balance at June 30, 2025 | 172 | ||||
Provision reversed during the period | (6) | ||||
Balance at December 31, 2025 | 166 | ||||
The provisions represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period.
14. Operating facility and loan and derivative assets and liabilities
(a) Operating facility and loan
(i)On October 18, 2019, the Company entered into a loan facility with two banks and drew down $34,800. This loan is repayable on a straight-line basis through quarterly installment of $1,450, and was scheduled to be fully repaid on September 30, 2025. On March 24, 2025, the Company issued the repayment notice for the prepayment of the remaining balance of $2,900. On March 31, 2025, the remaining balance of $2,900 was paid in full. The balance outstanding against this term loan facility as of December 31, 2025 is $nil (June 30, 2025 - $nil).
(ii)On March 31, 2021, the Company amended its term loan facility with its lenders and drew down a second loan of $52,500 to fund part of the acquisition of StarBlue Inc. The second loan is repayable, on a straight-line basis, through quarterly payments of $2,188 and matures on February 28, 2027. The balance outstanding against this term loan facility as of December 31, 2025 is $10,938 (June 30, 2025 - $15,313). As at December 31, 2025, $8,750 (June 30, 2025 - $8,750) is classified as current and $2,188 (June 30, 2025 - $6,563) is classified as long-term in the condensed consolidated interim statements of financial position.
(iii) On March 28, 2022, the Company amended its term loan facility with its lenders and drew down a third loan of $45,000 to fund part of the acquisition of NetFortris Corporation. The loan is repayable, on a straight-line basis, through quarterly payments of $1,875 and is due to mature on March 31, 2028. On June 28, 2022, the Company amended its term loan facility with its lenders, the amended repayment for the first twelve quarterly payments of $788 and $2,963 thereafter. The first quarterly repayment of $2,963 was made on June 30, 2025. The balance outstanding against this term loan facility as of December 31, 2025 is $26,662 (June 30, 2025 - $32,587). As at December 31, 2025, $11,850 (June 30, 2025 - $11,850) is classified as current and $14,812 (June 30, 2025 - $20,737) is classified as long-term in the condensed consolidated interim statements of financial position. On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments.
(iv)On April 6, 2023 the Company increased the amount of the revolving credit facility from $6,000 to $20,000 and the amount of the swingline credit facility from $1,500 to $5,000. As of December 31, 2025, there is no outstanding balance on the revolving credit facility (June 30, 2025 - $nil).
For the three and six month periods ended December 31, 2025, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $512 and $1,251 (December 31, 2024 - $1,037 and $2,343). During the three and six month periods ended December 31, 2025, the Company borrowed $nil (December 31, 2024 - $nil) in term loans and repaid $5,150 and $10,300
18
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
(December 31, 2024 - $4,425 and $8,850) in term loans. During the three and six month periods ended December 31, 2025, the Company repaid $nil (December 31, 2024 - $4,300 and $8,600) in revolving credit facility.
Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at December 31, 2025, and June 30, 2025 the Company was in compliance with all covenants related to its credit agreements.
(b) Derivative assets and liabilities
The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss, net of tax in the condensed consolidated interim statements of financial position and will be reclassified to earnings when the hedged item affects earnings.
The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400 and decreases in line with the term of the loan facility. Effective March 31, 2022, Sangoma US Inc. entered into a fixed rate swap transaction worth $43,750 over a five year period and terminating on February 28, 2027. As of December 31, 2025, the notional amount of the interest rate swap was $10,938 (June 30, 2025 – $15,313). The interest rate swap has a weighted average fixed rate of 1.80% (June 30, 2025 – 1.80%) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting.
As at December 31, 2025, the fair value of the interest rate swap assets were valued at current of $129 (June 30, 2025 - $254) and non-current $4 (June 30, 2025 – $41). The current and non-current derivative assets were recorded in the condensed consolidated interim statements of financial position.
For the three and six month periods ended December 31, 2025, the change in fair value of the interest rate swaps, net of tax, were a loss of $54 and a loss of $121 (December 31, 2024 – a loss of $74 and a loss of $398) was recorded in other comprehensive loss in the condensed consolidated interim statements of loss and comprehensive loss. The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged SOFR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the SOFR rate.
15. Contract liabilities
Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship.
19
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
Contract liabilities as at December 31, 2025, and June 30, 2025 are below:
| $ | |||||
Opening balance, July 1, 2024 | 12,654 | ||||
Revenue deferred during the period | 36,627 | ||||
Deferred revenue recognized as revenue during the period | (39,549) | ||||
Ending balance, June 30, 2025 | 9,732 | ||||
Revenue deferred during the period | 47,701 | ||||
Deferred revenue recognized as revenue during the period | (49,852) | ||||
Ending balance, December 31, 2025 | 7,581 | ||||
| Contract liabilities - Current | 4,846 | ||||
| Contract liabilities - Non-current | 2,735 | ||||
| 7,581 | |||||
16. Shareholders' equity
(i)Share capital
The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2025 and 2024, the Company’s issued and outstanding common shares consist of the following:
| Three month periods ended | Six month periods ended | |||||||||||||
| December 31 | December 31 | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| # | # | # | # | |||||||||||
| Shares issued and outstanding: | ||||||||||||||
Outstanding, beginning of the period | 33,329,755 | 33,537,684 | 33,262,910 | 33,340,159 | ||||||||||
| Shares issued under employee share purchase plan | — | — | 12,033 | — | ||||||||||
| Shares purchased and cancelled | (195,949) | — | (270,694) | — | ||||||||||
| Shares issued upon exercise of RSUs | 65,558 | 54,850 | 195,115 | 252,375 | ||||||||||
Outstanding, end of the period | 33,199,364 | 33,592,534 | 33,199,364 | 33,592,534 | ||||||||||
During the three and six month periods ended December 31, 2025, a total of 65,558 and 195,115 (December 31, 2024 – 54,850 and 252,375) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $344 and $1,101 (December 31, 2024 – $338 and $1,394) from contributed surplus to share capital.
In September 2024 the Company adopted the Employee Stock Purchase Plan ("ESPP"). The first offering period began on January 15, 2025, with the first purchase under the plan occurring on July 15, 2025. Under the Plan, the Share-based compensation expense related to the ESPP is measured based on the grant date at fair value of the expected discount to be provided to the employees who are registered in the plan. The Company recognizes share based compensation expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period, which is 6 months. The ESPP allows employees to purchase shares of the Company's common stock at a 10 percent discount from the Company’s stock price on the last day of the offering period. Under the plan, employees may withdraw from the plan at any time during the offering period. Other changes to the percentage contributions can be made at any time during the offering period but will only take effect the next offering period. The ESPP does not include any buy-back provisions or price protection against reductions in share price.
20
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
During the three and six month periods ended December 31, 2025, a total of nil and 12,033 (December 31, 2024 – nil) shares were issued upon the exercise of ESPP, and the Company recorded a total of $72 (December 31, 2024 –$nil) to share capital.
On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to its Shares. Pursuant to the NCIB, the Company may, during the 12-month period commencing March 27, 2025 and ending no later than March 26, 2026, purchase up to 1,679,720 shares, representing 5% of the total number of 33,594,409 shares outstanding as of March 17, 2025, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems.
Under the term of the NCIB, during the three and six month periods ended December 31, 2025, the Company purchased a total of 195,949 common shares (December 31, 2024 – nil) at an average price of $5.02 per share (December 31, 2024 - $nil), for total consideration of $985 (December 31, 2024 - $nil). During the six month period ended December 31, 2025, a total of 195,949 (December 31, 2024 – nil) of those common shares were settled and the Company recorded a total reduction of $1,028 (December 31, 2024 - $nil) in share capital for the value of the 195,949 common shares repurchased and settled in the period and the remaining 74,745 common shares repurchased in the fourth quarter of fiscal 2025 and canceled in fiscal 2026.
In connection with the NCIB, the Company entered into an automatic share purchase plan ("ASPP") with a designated broker for the purpose of allowing the Company to purchase its common shares under the NCIB during self-imposed trading blackout periods. Under the ASPP, the broker is authorized to repurchase common shares during blackout periods, without consultation with the Company, on predefined terms, including share price, time period and subject to other limitations imposed by the Company and subject to rules and policies of the TSX and applicable securities laws, such as a daily purchase restriction.
The Company did not provide its Broker with instructions to continue purchasing under its NCIB during the blackout period following the end of the first six month period of fiscal 2026. As at December 31, 2025, the Company had no liability and was not required to pay the designated broker under the ASPP.
(ii) Share based payments
On December 13, 2022, the Company’s shareholders approved the Omnibus Equity Incentive Plan (the “Plan”), which replaces the previous share option plan (the “Legacy Plan”). No further grants will be made under the Legacy Plan.
Under the Plan, the Company may grant participants Options, Deferred Share Units (DSUs), Performance Share Units (PSUs), Restricted Share Units (RSUs), and Employee Share Purchase Plan (ESPP).
The DSUs, PSUs, RSUs are redeemable either for one common share or for an amount in cash equal to the fair market value of one common share (at the option of the Company and as set out in the participant’s equity award agreement). All DSUs, PSUs and RSUs and are accounted for as equity-settled awards.
DSUs generally vest immediately and become redeemable once a director no longer serves on the board of the Company.
RSUs vest over a three-year period after the date of grant. The expense is measured based on the fair value of the awards at the grant date.
PSUs vest in full at the end of a three-year period. the final amount is based 100% on market-based performance targets. The expense related to the PSUs is measured based on the fair value of the awards at the grant date using the Monte Carlo simulation.
21
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
For the three and six month periods ended December 31, 2025, the Company recognized share-based compensation expense in the amount of $830 and $1,359 (December 31, 2024 - $1,038 and $1,766).
Stock Options
Under the Plan (and previously under the Legacy Plan), employees are periodically granted share options to purchase common shares at prices not less than the market price of the common shares on the day prior to the date of grant or the volume weighted average trading price per share on the TSX during the five trading days immediately preceding the grant date. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. Expected volatility is determined by the amount the Company’s daily share price fluctuated over a period commensurate with the expected life of the options. During the six month period ended December 31, 2025 and December 31, 2024, the Company did not grant any options.
The following table shows the movement in the stock option plan:
| Number | Weighted | |||||||
| of options | average price | |||||||
| # | $ | |||||||
Balance, July 1, 2024 | 462,346 | 15.21 | ||||||
| Expired | (3,534) | 12.51 | ||||||
| Forfeited | (29,701) | 16.63 | ||||||
Balance, December 31, 2024 | 429,111 | 15.13 | ||||||
Balance, July 1, 2025 | 381,686 | 15.62 | ||||||
| Expired | (24,914) | 16.27 | ||||||
| Forfeited | (1,304) | 7.88 | ||||||
Balance, December 31, 2025 | 355,468 | 15.60 | ||||||
The following table summarizes information about the stock options outstanding and exercisable at the end of each period:
| Six month periods ended | ||||||||||||||||||||
| December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Number of | Weighted | Number of | Weighted | |||||||||||||||||
| Number of | stock options | average | Number of | stock options | average | |||||||||||||||
| stock options | outstanding and | remaining | stock options | outstanding | remaining | |||||||||||||||
| Exercise price | outstanding | exercisable | contractual life | outstanding | and exercisable | contractual life | ||||||||||||||
$7.01 - $9.00 | 74,221 | 65,261 | 1.50 | 103,831 | 70,231 | 2.50 | ||||||||||||||
$9.01 - $12.00 | 61,166 | 61,166 | 0.42 | 74,975 | 69,225 | 0.42 | ||||||||||||||
$12.01 - $15.00 | 42,000 | 39,397 | 1.25 | 43,878 | 30,767 | 2.25 | ||||||||||||||
$15.01 - $18.00 | 98,807 | 98,807 | 0.50 | 115,565 | 102,406 | 1.50 | ||||||||||||||
$18.01 - $20.00 | 22,856 | 22,856 | 0.50 | 22,856 | 18,604 | 1.50 | ||||||||||||||
$20.01 - $27.00 | 56,418 | 56,418 | 0.11 | 68,006 | 64,069 | 1.11 | ||||||||||||||
| 355,468 | 343,905 | 0.72 | 429,111 | 355,302 | 1.57 | |||||||||||||||
22
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
Share Units
The following table summarizes information about the DSUs, PSUs and RSUs granted, exercised and forfeited during the six month period ended December 31, 2025.
| DSU | PSU | RSU | Total | |||||||||||
Awards outstanding July 1, 2024 | 172,086 | 499,800 | 607,157 | 1,279,043 | ||||||||||
Awards granted during the period | 64,356 | 271,000 | 271,000 | 606,356 | ||||||||||
Awards exercised during the period | — | — | (252,375) | (252,375) | ||||||||||
Awards forfeited during the period | — | (52,500) | (25,623) | (78,123) | ||||||||||
Awards outstanding December 31, 2024 | 236,442 | 718,300 | 600,159 | 1,554,901 | ||||||||||
Awards outstanding July 1, 2025 | 236,442 | 688,300 | 465,042 | 1,389,784 | ||||||||||
Awards granted during the period | 78,000 | — | — | 78,000 | ||||||||||
Awards exercised during the period | — | — | (195,115) | (195,115) | ||||||||||
Awards forfeited during the period | — | (75,000) | — | (75,000) | ||||||||||
Awards outstanding December 31, 2025 | 314,442 | 613,300 | 269,927 | 1,197,669 | ||||||||||
During the six month period ended December 31, 2025, a total of 78,000 DSUs were granted (December 31, 2024 – 64,356). The fair value of each DSU issued during the six month period ended December 31, 2025 is $5.00 per share (December 31, 2024 – $6.06).
During the six month period ended December 31, 2025, a total of nil PSUs were granted (December 31, 2024 – 271,000). The average fair value tied to market-based performance targets for each PSU issued during the six month period ended December 31, 2025 is $nil per share (December 31, 2024 – $6.68 ) using the Monte Carlo simulation.
The key assumptions used in the Monte Carlo simulation are:
Six month periods ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Fair value per share | $— | $6.68 | ||||||
| Expected volatility | —% | 64.00% | ||||||
| Time to expiry | 0 years | 2.76 years | ||||||
| Risk-free interest rate | —% | 3.42% | ||||||
During the six month period ended December 31, 2025, a total of nil RSUs were granted (December 31, 2024 – 271,000). The average fair value of each RSU issued during the six month period ended December 31, 2025 is $nil per share (December 31, 2024 –$5.65 ).
During the six month period ended December 31, 2025, a total of 195,115 RSUs were exercised and settled through the issuance of common shares (December 31, 2024 – 252,375).
23
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
(iii)Loss per share
Both the basic and diluted loss per share have been calculated using the net loss attributable to the shareholders of the Company as the numerator.
| Three month periods ended | Six month periods ended | |||||||||||||
| December 31 | December 31 | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Number of shares: | ||||||||||||||
| Weighted average number of shares outstanding | 33,118,878 | 33,419,116 | 33,224,316 | 33,478,400 | ||||||||||
| Weighted average number of shares used in basic and diluted earnings per share | 33,118,878 | 33,419,116 | 33,224,316 | 33,478,400 | ||||||||||
| Net loss | $ | (1,996) | $ | (1,881) | $ | (4,333) | $ | (3,791) | ||||||
| Loss per share | ||||||||||||||
| Basic and diluted | $ | (0.06) | $ | (0.06) | $ | (0.13) | $ | (0.11) | ||||||
Potentially diluted shares relating to DSUs, PSUs, RSUs, and stock options as set-out below have been excluded from the calculation of the diluted number of shares as the impact would be anti dilutive.
| Six month periods ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| DSU | 314,442 | 236,442 | ||||||
| PSU | 613,300 | 718,300 | ||||||
| RSU | 269,927 | 600,159 | ||||||
| Stock options | 355,468 | 429,111 | ||||||
| 1,553,137 | 1,984,012 | |||||||
17. Related parties
The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees.
The Company had incurred no related party transactions and had no outstanding balance with related parties as of and for the six month periods ended December 31, 2025 and 2024.
24
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
18. Segment disclosures
The Company operates as one operating segment in the development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The Company’s assets are primarily located in the United States of America (“USA”). The Company sells into two major geographic centers: USA and Others. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis.
Revenues for group of similar products and services can be summarized for the three and six month periods ended December 31, 2025 and 2024 as follows:
| Three month periods ended | Six month periods ended | |||||||||||||
| December 31 | December 31 | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Products | 3,871 | 10,306 | 7,811 | 20,763 | ||||||||||
| Services | 47,579 | 48,807 | 94,457 | 98,500 | ||||||||||
| Total revenues | 51,450 | 59,113 | 102,268 | 119,263 | ||||||||||
The sales in each of these geographic locations for the three and six month periods ended December 31, 2025 and 2024 as follows:
| Three month periods ended | Six month periods ended | |||||||||||||
| December 31 | December 31 | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| USA | 48,904 | 55,670 | 97,242 | 112,423 | ||||||||||
| Others | 2,546 | 3,443 | 5,026 | 6,840 | ||||||||||
| Total revenues | 51,450 | 59,113 | 102,268 | 119,263 | ||||||||||
The non-current assets, in US dollars, in each of the geographic locations as at December 31, 2025, and June 30, 2025 are below:
| December 31 | June 30 | |||||||
| 2025 | 2025 | |||||||
| $ | $ | |||||||
| USA | 281,000 | 299,041 | ||||||
| Others | 4,516 | 4,882 | ||||||
| Total non-current assets | 285,516 | 303,923 | ||||||
Non-current assets included in Others primarily consists of assets held in Canada.
25
| Sangoma Technologies Corporation | ||
Notes to the condensed consolidated interim financial statements | ||
For the three and six month periods ended December 31, 2025 and 2024 | ||
(Unaudited in thousands of US dollars, except per share data) | ||
19. Disposal of VoIP Supply LLC
As disclosed in note 20 of the annual financial statement for the year ended June 30, 2025, during fiscal 2025, the Company initiated plans for the disposal of substantially all of the assets and liabilities from VoIP Supply LLC, as part of its strategic realignment. In accordance with the criteria set out in IFRS 5, the Company determined that the assets and liabilities at VoIP Supply LLC met the criteria of a disposal group.
The associated assets and liabilities within the disposal group were measured at the lower of their carrying amounts and fair value less costs to sell. VoIP Supply LLC did not represent a separate operating segment under IFRS 8, as the Company considers the entire business of the Company from a single operating segment perspective and assesses the performance of the segment based on measures of profit and loss as well as assets and liabilities. As a result, the operating results of VoIP Supply LLC were not determined to meet the criteria of a discontinued operation under IFRS 5.
On June 30, 2025, the Company completed the sale of the VoIP Supply LLC to PVG Technology Holdings, LLC for a total aggregate purchase price of $4,500 (the “Transaction”) which was recorded as a receivable at June 30, 2025 and collected during the six month periods ended December 31, 2025.
20. Authorization of the consolidated financial statements
The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on February 4, 2026.
26