false
0001872525
0001872525
2026-08-11
2026-08-11
0001872525
SWAG:CommonStockParValue0.0001PerShareMember
2026-08-11
2026-08-11
0001872525
SWAG:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf4.81375Member
2026-08-11
2026-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2026
| STRAN & COMPANY, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41038 |
|
04-3297200 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 500
Victory Road, Suite 301, Quincy, MA |
|
02171 |
| (Address of principal executive offices) |
|
(Zip Code) |
| 800-833-3309 |
| (Registrant’s telephone number, including area code) |
| |
| (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 |
| Common Stock, par value $0.0001 per share |
|
SWAG |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375 |
|
SWAGW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 August 11, 2026, Stran & Company,
Inc. (the “Company” or “Stran”) issued a press release announcing its financial results for the three and six
months ended June 30, 2026 and providing a business update. The press release also announced that the Company will hold a conference call
at 10:00 a.m. Eastern Time on August 12, 2026 to discuss the Company’s financial results, the Company’s corporate progress
and other developments. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished
pursuant to this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,
as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release attached
as Exhibit 99.1 hereto contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. All statements, other than statements of historical fact, contained in the press release are forward-looking
statements. Forward-looking statements contained in the press release may be identified by the use of words such as “anticipate,”
“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”
“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”
“target,” “aim,” “should,” "will,” “would,” or the negative of these words
or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in the press
release include, but are not limited to, the Company’s belief that it is building a sustainably profitable business; the Company’s
expectation that a new contract with a leading construction solutions provider will generate nearly seven figures in annual revenue; the
Company’s expectations regarding revenue contributions from the onboarding of an industry veteran with a book of business focused
on the gaming market; the Company’s belief that its Stran Loyalty Solutions, LLC (“SLS”) segment’s trajectory
toward sustainable profitability remains firmly intact; the Company’s belief that its growing enterprise pipeline, diversified customer
base of more than 2,000 active clients, and strong balance sheet position it well for the balance of 2026; the Company’s commitment
to expanding both its Stran and SLS segments; the Company’s intention to pursue disciplined acquisition opportunities when appropriate;
and the Company’s goal of delivering sustainable, long-term value for its customers and shareholders. These forward-looking statements
are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company.
There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) and other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to: the Company’s ability to achieve or sustain profitability, including
in its SLS segment; the Company’s ability to retain key clients and secure new client engagements, including realizing expected
revenue from new contracts and personnel; the Company’s dependence on a limited number of significant clients; the Company’s
ability to expand its Stran and SLS segments as planned; changes in demand for promotional products, branded merchandise, and loyalty
incentive programs; the Company’s ability to manage its growth effectively; the impact of general economic conditions, including
inflation, supply chain disruptions, and changes in consumer and corporate spending; increased competition in the promotional products
industry; the Company’s ability to identify, complete, and successfully integrate acquisitions; the Company’s ability to attract
and retain qualified personnel; risks associated with goodwill and intangible asset impairment; and fluctuations in the Company’s
quarterly and annual results of operations. These and other risks and uncertainties are described more fully in the section titled “Risk
Factors” in the Company’s Annual Report on Form 10-K and in the Company’s other periodic reports filed with the Securities
and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company cautions
investors not to place undue reliance on any forward-looking statements contained in the press release. Forward-looking statements speak
only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release dated August 11, 2026 |
| 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.
| Date: August 11, 2026 |
STRAN & COMPANY, INC. |
| |
|
| |
/s/ Andrew Shape |
| |
Name: |
Andrew Shape |
| |
Title: |
President and Chief Executive Officer |
Exhibit
99.1

Stran
& Company Reports $33.4 Million in Revenue and $0.6 Million in EBITDA for the Second Quarter of 2026
Conference
Call to be Held Wednesday, August 12, 2026 at 10:00 a.m. Eastern Time
Quincy,
MA / August 11, 2026 / Stran & Company, Inc. (“Stran” or the “Company”) (NASDAQ: SWAG) (NASDAQ: SWAGW), a
leading outsourced marketing solutions provider that leverages its promotional products and loyalty incentive expertise, today announced
its financial results for the three and six months ended June 30, 2026, and provided a business update. Management will host a conference
call at 10:00 a.m. Eastern Time on Wednesday, August 12, 2026.
Second
Quarter Financial Highlights
| ● | Sales:
$33.4 million, up 2.4% year-over-year |
| | | |
| ● | Gross
Profit: $10.0 million, up 1.6% year-over-year |
| | | |
| ● | Net
Income: $0.3 million |
| | | |
| ● | EBITDA:
$0.6 million |
| | | |
| ● | Cash,
Cash Equivalents and Investments: $12.6 million as of June 30, 2026 |
First-Half
2026 Financial Highlights
| ● | Sales:
$64.6 million, up 5.4% year-over-year |
| | | |
| ● | Gross
Profit: $19.7 million, up 7.2% year-over-year |
| | | |
| ● | Net
Income: $1.1 million |
| | | |
| ● | EBITDA:
$1.6 million |
“The
first half of 2026 represents the strongest six-month period in Stran’s history as a public company,” said Andy Shape, Chief
Executive Officer of Stran. “Revenue grew 5.4% to $64.6 million, gross profit increased 7.2% to $19.7 million, and we delivered
net income of $1.1 million compared to $0.3 million in the first half of 2025. EBITDA more than doubled to $1.6 million from $0.7 million.
These results demonstrate the operating leverage embedded in our platform and the progress we have made in building a sustainably profitable
business.”
“Our
core Stran segment continued to be the primary growth engine in the second quarter, with revenue increasing 6.9% year-over-year to $23.3
million and gross margin of 32.5%. We expanded our enterprise footprint during the quarter with a new contract with a leading construction
solutions provider expected to generate nearly seven figures in annual revenue and the onboarding of an industry veteran with a book
of business focused on the gaming market. Our Stran Loyalty Solutions, LLC (“SLS”) segment continued to improve operationally,
increasing gross profit 7.8% to $2.5 million and nearly doubling operating income to $443 thousand, with gross margin expanding to 24.3%
from 21.0% in the prior-year period. While the timing of customer orders created some variability in SLS revenue, the segment’s
trajectory toward sustainable profitability remains firmly intact.”
“During
the second quarter, we also resumed share repurchase activity under our $10 million authorized program, repurchasing and retiring
approximately 131,000 shares at a cost of $272,000. Since program inception in May 2022, the Company has repurchased a total of 2.3
million shares for $4.2 million at a weighted-average price of $1.81 per share. We were also pleased to advance to No. 21 on the
2026 ASI Counselor Top 40 Distributors list, up from No. 23 in 2025.”
“Looking
ahead, our growing enterprise pipeline, diversified customer base of more than 2,000 active clients including over 30 Fortune 500 companies,
and a strong balance sheet with approximately $12.6 million in cash, cash equivalents and investments position us well for the balance
of 2026. We remain committed to expanding both our Stran and SLS segments, pursuing disciplined acquisition opportunities when appropriate,
and delivering sustainable, long-term value for our customers and shareholders.”
Financial
Results for the Three Months Ended June 30, 2026
| ● | Total
sales increased 2.4% to $33.4 million for the three months ended June 30, 2026, from $32.6
million for the three months ended June 30, 2025. Sales by our Stran segment increased 6.9%
to $23.3 million for the three months ended June 30, 2026 from $21.8 million for the three
months ended June 30, 2025. Sales by our SLS segment were $10.1 million for the three months
ended June 30, 2026, compared to $10.8 million for the three months ended June 30, 2025. |
| | |
| ● | Gross
profit increased 1.6% to $10.0 million for the three months ended June 30, 2026 compared
to the prior year period. Gross profit margin was 30.0% for the three months ended June 30,
2026 compared to 30.3% in the prior year period. Gross profit for the Stran segment was $7.6
million, with a gross margin of 32.5%. Gross profit for the SLS segment increased 7.8% to
$2.5 million, with a gross margin of 24.3%, compared to 21.0% in the prior year period. |
| | |
| ● | Total
operating expenses were $9.9 million for the three months ended June 30, 2026, compared to
$9.5 million for the three months ended June 30, 2025. As a percentage of sales, total operating
expenses were 29.8% for the three months ended June 30, 2026, compared to 29.1% for the three
months ended June 30, 2025. |
| | |
| ● | Net
income was $0.3 million for the three months ended June 30, 2026, compared to net income
of $0.6 million for the three months ended June 30, 2025. |
| | |
| ● | EBITDA
was $0.6 million for the three months ended June 30, 2026, compared to $0.9 million in the
prior year period. |
Financial
Results for the Six Months Ended June 30, 2026
| ● | Total
sales increased 5.4% to $64.6 million for the six months ended June 30, 2026, from $61.3
million for the six months ended June 30, 2025. Sales by our Stran segment increased 9.3%
to $46.7 million for the six months ended June 30, 2026 from $42.7 million for the six months
ended June 30, 2025. Sales by our SLS segment were $17.9 million for the six months ended
June 30, 2026 compared to $18.6 million for the six months ended June 30, 2025. |
| | |
| ● | Gross
profit increased 7.2% to $19.7 million for the six months ended June 30, 2026 compared to
the prior year period. Gross profit margin increased to 30.4% for the six months ended June
30, 2026 from 30.0% in the prior year period. Gross profit for the Stran segment increased
to $15.0 million, with a gross margin of 32.1%. Gross profit for the SLS segment increased
18.5% to $4.7 million, with a gross margin of 26.2%, compared to 21.4% in the prior year
period. |
| | |
| ● | Total
operating expenses were $18.9 million for the six months ended June 30, 2026, compared to
$18.5 million for the six months ended June 30, 2025. As a percentage of sales, total operating
expenses decreased to 29.3% for the six months ended June 30, 2026, from 30.2% for the six
months ended June 30, 2025. |
| | |
| ● | Net
income was $1.1 million for the six months ended June 30, 2026, compared to net income of
$0.3 million for the six months ended June 30, 2025, an increase of more than 300%. |
| | |
| ● | EBITDA
was $1.6 million for the six months ended June 30, 2026, compared to $0.7 million in the
prior year period, an improvement of $0.8 million or approximately 115%. |
Conference
Call
Management
will host a conference call at 10:00 A.M. Eastern Time on Wednesday, August 12, 2026, to discuss the Company’s financial results,
as well as the Company’s corporate progress and other developments.
The
conference call will be available via telephone by dialing toll free 888-506-0062 for U.S. callers or +1 973-528-0011 for international
callers and using entry code: 544325. A webcast of the call may be accessed at https://www.webcaster5.com/Webcast/Page/2855/54303
or on the Investor Relations section of the Company’s website: ir.stran.com/news-events/ir-calendar.
A
webcast replay will be available on the Investor Relations section of the Company’s website (ir.stran.com/news-events/ir-calendar)
through August 12, 2027. A telephone replay of the call will be available approximately one hour following the call, through August 26,
2026, and can be accessed by dialing 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering conference
ID: 54303.
About
Stran
For
over 30 years, Stran has grown to become a leader in the promotional products industry, specializing in complex marketing programs to
help recognize the value of promotional products, branded merchandise, and loyalty incentive programs as a tool to drive awareness, build
brands and impact sales. Stran is the chosen promotional programs manager of many Fortune 500 companies, across a variety of industries,
to execute their promotional marketing, loyalty and incentive, sponsorship activation, recruitment, retention, and wellness campaigns.
Stran provides world-class customer service and utilizes cutting-edge technology, including efficient ordering and logistics technology
to provide order processing, warehousing and fulfillment functions. The Company’s mission is to develop long-term relationships
with its clients, enabling them to connect with both their customers and employees in order to build lasting brand loyalty. Additional
information about the Company is available at: www.stran.com.
Forward
Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “aim,” “should,”
“will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking
statements contain these words. Forward-looking statements in this press release include, but are not limited to, the Company’s
belief that it is building a sustainably profitable business; the Company’s expectation that a new contract with a leading construction
solutions provider will generate nearly seven figures in annual revenue; the Company’s expectations regarding revenue contributions
from the onboarding of an industry veteran with a book of business focused on the gaming market; the Company’s belief that its
SLS segment’s trajectory toward sustainable profitability remains firmly intact; the Company’s belief that its growing enterprise
pipeline, diversified customer base of more than 2,000 active clients, and strong balance sheet position it well for the balance of 2026;
the Company’s commitment to expanding both its Stran and SLS segments; the Company’s intention to pursue disciplined acquisition
opportunities when appropriate; and the Company’s goal of delivering sustainable, long-term value for its customers and shareholders.
These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and
their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the
Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s
control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to: the Company’s ability to achieve
or sustain profitability, including in its SLS segment; the Company’s ability to retain key clients and secure new client engagements,
including realizing expected revenue from new contracts and personnel; the Company’s dependence on a limited number of significant
clients; the Company’s ability to expand its Stran and SLS segments as planned; changes in demand for promotional products, branded
merchandise, and loyalty incentive programs; the Company’s ability to manage its growth effectively; the impact of general economic
conditions, including inflation, supply chain disruptions, and changes in consumer and corporate spending; increased competition in the
promotional products industry; the Company’s ability to identify, complete, and successfully integrate acquisitions; the Company’s
ability to attract and retain qualified personnel; risks associated with goodwill and intangible asset impairment; and fluctuations in
the Company’s quarterly and annual results of operations. These and other risks and uncertainties are described more fully in the
section titled “Risk Factors” in the Company’s Annual Report on Form 10-K and in the Company’s other periodic
reports filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should
any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. The Company cautions investors not to place undue reliance on any forward-looking statements contained in this press release.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
Contacts:
Investor
Relations Contact:
Crescendo
Communications, LLC
Tel:
(212) 671-1021
SWAG@crescendo-ir.com
Press
Contact:
Howie
Turkenkopf
press@stran.com
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands, except share and per share amounts)
| | |
June 30,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | |
| |
| CURRENT ASSETS: | |
| | |
| |
| Cash and cash equivalents | |
$ | 7,408 | | |
$ | 6,753 | |
| Investments | |
| 5,191 | | |
| 4,872 | |
| Accounts receivable, net | |
| 20,274 | | |
| 17,252 | |
| Inventory | |
| 10,776 | | |
| 7,621 | |
| Prepaid corporate taxes | |
| 39 | | |
| — | |
| Prepaid expenses | |
| 2,510 | | |
| 1,778 | |
| Deposits | |
| 843 | | |
| 363 | |
| Other current assets | |
| — | | |
| 2 | |
| Total current assets | |
| 47,041 | | |
| 38,641 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 1,615 | | |
| 1,944 | |
| | |
| | | |
| | |
| OTHER ASSETS: | |
| | | |
| | |
| Intangible assets - customer lists, net | |
| 3,446 | | |
| 3,690 | |
| Intangible assets - trade name | |
| 654 | | |
| 654 | |
| Goodwill | |
| 2,321 | | |
| 2,321 | |
| Other assets | |
| — | | |
| 53 | |
| Right of use assets | |
| 1,773 | | |
| 2,045 | |
| Total other assets | |
| 8,194 | | |
| 8,763 | |
| Total assets | |
$ | 56,850 | | |
$ | 49,348 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 11,205 | | |
$ | 8,568 | |
| Accrued payroll and related | |
| 2,238 | | |
| 1,970 | |
| Unearned revenue | |
| 6,081 | | |
| 3,201 | |
| Rewards program liability | |
| 3,000 | | |
| 1,500 | |
| Sales tax payable | |
| 350 | | |
| 327 | |
| Current portion of contingent earn-out liabilities | |
| 274 | | |
| 105 | |
| Current portion of installment payment liabilities | |
| 190 | | |
| 230 | |
| Current portion of vehicle loan | |
| 29 | | |
| — | |
| Current portion of lease liabilities | |
| 582 | | |
| 602 | |
| Total current liabilities | |
| 23,949 | | |
| 16,503 | |
| | |
| | | |
| | |
| LONG-TERM LIABILITIES: | |
| | | |
| | |
| Long-term contingent earn-out liabilities | |
| — | | |
| 455 | |
| Long-term installment payment liabilities | |
| — | | |
| 147 | |
| Long-term lease liabilities | |
| 1,428 | | |
| 1,695 | |
| Long-term vehicle loan | |
| 5 | | |
| 47 | |
| Total long-term liabilities | |
| 1,433 | | |
| 2,344 | |
| Total liabilities | |
| 25,382 | | |
| 18,847 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note F) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| — | | |
| — | |
| Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,639,589 and 18,508,157 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| 2 | | |
| 2 | |
| Additional paid-in capital | |
| 37,847 | | |
| 37,925 | |
| Accumulated deficit | |
| (6,436 | ) | |
| (7,489 | ) |
| Accumulated other comprehensive income | |
| 55 | | |
| 63 | |
| Total stockholders’ equity | |
| 31,468 | | |
| 30,501 | |
| Total liabilities and stockholders’ equity | |
$ | 56,850 | | |
$ | 49,348 | |
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE
AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(in
thousands, except share and per share amounts)
(unaudited)
| | |
For the Three Months Ended
June 30, | | |
For the Six Months Ended
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Sales | |
$ | 33,358 | | |
$ | 32,577 | | |
$ | 64,607 | | |
$ | 61,271 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 23,336 | | |
| 22,708 | | |
| 44,942 | | |
| 42,920 | |
| | |
| | | |
| | | |
| | | |
| | |
| GROSS PROFIT | |
| 10,022 | | |
| 9,869 | | |
| 19,665 | | |
| 18,351 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| General and administrative expenses | |
| 9,936 | | |
| 9,474 | | |
| 18,934 | | |
| 18,491 | |
| Total operating expenses | |
| 9,936 | | |
| 9,474 | | |
| 18,934 | | |
| 18,491 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME (LOSS) FROM OPERATIONS | |
| 86 | | |
| 395 | | |
| 731 | | |
| (140 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER INCOME: | |
| | | |
| | | |
| | | |
| | |
| Other income (expense), net | |
| 165 | | |
| 285 | | |
| 243 | | |
| 280 | |
| Interest income | |
| 67 | | |
| 77 | | |
| 134 | | |
| 119 | |
| Realized gain on investments | |
| 10 | | |
| — | | |
| 10 | | |
| 67 | |
| Total other income | |
| 242 | | |
| 362 | | |
| 387 | | |
| 466 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME BEFORE INCOME TAXES | |
| 328 | | |
| 757 | | |
| 1,118 | | |
| 326 | |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| 19 | | |
| 114 | | |
| 65 | | |
| 76 | |
| | |
| | | |
| | | |
| | | |
| | |
| NET INCOME | |
$ | 309 | | |
$ | 643 | | |
$ | 1,053 | | |
$ | 250 | |
| | |
| | | |
| | | |
| | | |
| | |
| NET INCOME PER COMMON SHARE | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.02 | | |
$ | 0.03 | | |
$ | 0.06 | | |
$ | 0.01 | |
| Diluted | |
$ | 0.02 | | |
$ | 0.03 | | |
$ | 0.06 | | |
$ | 0.01 | |
| | |
| | | |
| | | |
| | | |
| | |
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 18,725,024 | | |
| 18,592,339 | | |
| 18,679,433 | | |
| 18,600,373 | |
| Diluted | |
| 18,756,935 | | |
| 18,596,826 | | |
| 18,713,633 | | |
| 18,603,432 | |
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX
MONTHS ENDED JUNE 30, 2026 AND 2025
(in
thousands)
(unaudited)
| | |
2026 | | |
2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net income | |
$ | 1,053 | | |
$ | 250 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 585 | | |
| 521 | |
| Noncash operating lease expense | |
| 332 | | |
| 537 | |
| Noncash earnout liability adjustment | |
| (200 | ) | |
| — | |
| Provision for credit losses | |
| 159 | | |
| 598 | |
| Noncash interest accretion | |
| 13 | | |
| 23 | |
| Stock-based compensation | |
| 194 | | |
| 40 | |
| Realized gain on short-term investment | |
| (10 | ) | |
| — | |
| | |
| | | |
| | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable, net | |
| (3,181 | ) | |
| (4,569 | ) |
| Accounts receivable – related parties, net | |
| — | | |
| 172 | |
| Inventory | |
| (3,155 | ) | |
| (1,347 | ) |
| Prepaid corporate taxes | |
| (39 | ) | |
| 29 | |
| Prepaid expenses | |
| (732 | ) | |
| (82 | ) |
| Deposits | |
| (480 | ) | |
| (44 | ) |
| Other assets | |
| 55 | | |
| 252 | |
| Accounts payable and accrued expenses | |
| 2,637 | | |
| 590 | |
| Accrued payroll and related | |
| 269 | | |
| 531 | |
| Unearned revenue | |
| 2,880 | | |
| 395 | |
| Rewards program liability | |
| 1,500 | | |
| 3,000 | |
| Sales tax payable | |
| 22 | | |
| (38 | ) |
| Corporate taxes payable | |
| — | | |
| 9 | |
| Operating lease liabilities | |
| (347 | ) | |
| (333 | ) |
| Net cash provided by operating activities | |
| 1,555 | | |
| 534 | |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Additions to property and equipment | |
| (21 | ) | |
| (202 | ) |
| Proceeds from sale of investments | |
| 600 | | |
| 4,400 | |
| Purchase of investments | |
| (918 | ) | |
| (493 | ) |
| Net cash (used in) provided by investing activities | |
| (339 | ) | |
| 3,705 | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Payment of contingent earn-out liabilities | |
| (86 | ) | |
| (151 | ) |
| Payment of installment payment liabilities | |
| (200 | ) | |
| (230 | ) |
| Payment for stock repurchase | |
| (272 | ) | |
| (146 | ) |
| Repayment of vehicle loan | |
| (3 | ) | |
| — | |
| Net cash used in financing activities | |
| (561 | ) | |
| (527 | ) |
| | |
| | | |
| | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | |
| 655 | | |
| 3,712 | |
| | |
| | | |
| | |
| CASH AND CASH EQUIVALENTS - BEGINNING | |
| 6,753 | | |
| 9,358 | |
| CASH AND CASH EQUIVALENTS - ENDING | |
$ | 7,408 | | |
$ | 13,070 | |
Non-GAAP
Financial Measures
EBITDA is
a numerical measure that the Company believes helps investors to compare its operating performance to that of other companies.
“EBITDA” is defined as net income (loss) excluding interest income/expense, income tax expense and depreciation and
amortization expense. The Company believes EBITDA is an important measure of operating performance because it allows management,
investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the
impact of the Company’s capital structure (interest income/expense), (ii) tax consequences and (iii) asset base (depreciation
and amortization). EBITDA is a “non-GAAP financial measure” as defined under Regulation G under the Exchange Act.
EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other
measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and
assessing the Company’s results of operations. The Company’s EBITDA may not be comparable to a similarly titled measure
of another company because other entities may not calculate EBITDA in the same manner.
The
following table presents the reconciliation of EBITDA to its most comparable GAAP measure, net income (loss), as reported (unaudited):
RECONCILIATION
OF NET INCOME TO EBITDA
THREE
AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(in
thousands)
(unaudited)
| | |
For the Three Months Ended June 30, | | |
For the Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net Income (GAAP) | |
$ | 309 | | |
$ | 643 | | |
$ | 1,053 | | |
$ | 250 | |
| Interest income | |
| (67 | ) | |
| (77 | ) | |
| (134 | ) | |
| (119 | ) |
| Provision for income taxes | |
| 19 | | |
| 114 | | |
| 65 | | |
| 76 | |
| Depreciation and amortization | |
| 290 | | |
| 249 | | |
| 585 | | |
| 521 | |
| EBITDA | |
$ | 551 | | |
$ | 929 | | |
$ | 1,569 | | |
$ | 728 | |