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Galaxy Announces Second Quarter 2024 Financial Results

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Equity capital was $2.1 billion as of June 30, 2024

Net loss of $177 million for the second quarter, driven primarily by net losses on digital assets and investments as a result of a decline in digital asset markets

Net income of $245 million for the six months ended June 30, 2024, driven by strong operating performance and positive digital asset markets

Assets Under Stake of $3.3 billion as of July 18, 2024, up from $486 million at the end of March 2024

NEW YORK, Aug. 1, 2024 /CNW/ – Galaxy Digital Holdings Ltd. (TSX: GLXY) (the “Company” or “GDH Ltd.”) today released financial results for the three months and six months ended June 30, 2024, for both itself and Galaxy Digital Holdings LP (the “Partnership” or “GDH LP”). In this press release, a reference to “Galaxy”, “we”, “our” and similar words refer to GDH Ltd., its subsidiaries and affiliates including GDH LP, or any one of them, as the context requires.

Corporate Updates

US Listing and Reorganization: Galaxy continues to work on completing its proposed reorganization and domestication to become a Delaware-incorporated company and subsequently list on the Nasdaq, upon completion of ongoing SEC review and subject to stock exchange, shareholder and applicable regulatory approvals of such transactions. On July 26, 2024, Galaxy filed an amendment to its registration statement responding to SEC comments, which is under review.

CryptoManufaktur Acquisition: On July 19, 2024, Galaxy announced that it acquired the assets of CryptoManufaktur (“CMF”), a blockchain node operator that provides trusted, secure services to decentralized protocols across the digital asset ecosystem. The addition of CMF brings approximately $1 billion in Ether assets under stake (“AUS”), raising the Company’s total AUS to $3.3 billion as of July 18, 2024. As part of the transaction, CMF’s seasoned three-person engineering team, led by founder Thorsten Behrens, joined Galaxy’s Blockchain Infrastructure team, which provides staking and validator services to investors, protocols, and digital asset platforms.

Select GDH LP Financial Metrics

Q2 2024

Q1 2024

Q/Q % Change

Equity Capital

$2,129M

$2,192M

(3) %

Liquidity

$1,328M

$1,499M

(11) %

Cash & Net Stablecoins1

$409M

$163M

150 %

Net Digital Assets Excluding Stablecoins2

$501M

$821M

(39) %

Spot Bitcoin ETFs

$418M

$515M

(19) %

Net Income (loss)

($177M)

$422M

N.M.3

Book Value Per Share in CAD4

$8.45 CAD

$9.11 CAD

(7) %

Note:

Throughout this document, totals may not sum due to rounding. Quarter-over-quarter and year-over-year percentage change calculations are based on unrounded results.

(1)

Includes Cash Equivalents.

(2)

Refer to page 15 of this release for a breakout of our net digital assets position.

(3)

Abbreviation for “Not Meaningful”.

(4)

Calculated as equity capital divided by outstanding Class A and Class B Units multiplied by the end of period foreign exchange rate.

Galaxy Global Markets

Galaxy Global Markets (“GGM”) offers institutional-grade expertise and access to a broad range of digital asset products, including digital asset spot and derivatives trading, financing, capital markets and M&A advisory services to a diversified client base. GGM operates in two discrete business units – Trading and Investment Banking.

Trading

Trading reported counterparty trading revenue of $24 million in the second quarter. The decrease was primarily driven by lower trading volumes, which decreased by 19% quarter-over-quarter (“QoQ”), and unfavorable asset price movements. Despite the QoQ decrease, our counterparty trading business generated approximately $90 million in revenue year-to-date through June, a nearly 80% increase relative to the first half of 2023. Galaxy’s average loan book size expanded to $699 million, driven by increased borrowing demand from both new and existing counterparties. Galaxy continues to onboard new counterparties, including large traditional institutions, and ended the second quarter with 1,212 total trading counterparties.

Key Performance Indicators

Q2 2024

Q1 2024

Q/Q % Change

Counterparty Trading Revenue

$24M

$66M

(64) %

Loan Book Size (Average)

$699M

$664M

5 %

Total Trading Counterparties

1,212

1,161

4 %

Active Trading Counterparties

294

281

5 %

Investment Banking

Investment Banking successfully closed two deals in the second quarter, serving as the exclusive financial advisor to Toposware in its sale to Polygon and to another client on its strategic financing. In the quarter, Galaxy also served as the exclusive financial advisor to Bitstamp in its pending sale to Robinhood, which is expected to close in the first half of 2025 at which time Galaxy expects to recognize the revenue associated with this deal. Galaxy is executing against a pipeline of mandates representing $2.1 billion in potential deal value.

Key Performance Indicators

Q2 2024

Q1 2024

Q/Q % Change

Deals Closed

2

1

100 %

Pipeline

19

20

(5) %

Deal Value of Pipeline

$2.1B

$2.2B

(5) %

____

KEY TERMS

Counterparty Trading Revenue: revenue from counterparty-facing activities from our Derivatives, Credit, Over-the-Counter Trading, and Quantitative Trading businesses, net of associated funding charges.

Loan Book Size (Average): average market value of all open loans, un-funded arrangements to finance delayed trading/settlement (for example over weekends), and uncommitted credit facilities in the period.

Active Trading Counterparties: counterparties with whom we have traded within the past 12 months and who are still onboarded with Galaxy’s trading business.

Pipeline: the number of open engagements and transactions the Investment Banking team has in market.

Deal Value of Pipeline: the theoretical aggregate deal value associated with the Investment Banking pipeline. 

Galaxy Asset Management

Galaxy Asset Management (“GAM”) provides investors access to the digital asset ecosystem via a diverse suite of institutional-grade investment vehicles that span passive, active, and venture strategies. 

GAM reported assets under management (“AUM”) of approximately $4.6 billion and management and performance fees of $14.5 million in the second quarter, down 42% and 19% QoQ respectively, primarily driven by the continued successful liquidation of assets associated with an ongoing opportunistic mandate to unwind portfolios on behalf of the FTX estate and market depreciation. In the quarter, GAM announced a collaboration with State Street Global Advisors to develop a suite of manager-directed digital asset ETFs that will offer investors exposure to companies in the digital asset space, going beyond crypto and bitcoin. Subsequent to quarter-end, GAM, in partnership with Invesco, announced the launch of the Invesco Galaxy Ethereum ETF (ticker: QETH). GAM conducted a $113 million initial close for Galaxy Ventures Fund I LP at the end of June, a venture capital fund focused on investing in early-stage companies across crypto protocols, software infrastructure, and financialized applications.  

Key Performance Indicators

Q2 2024

Q1 2024

Q/Q % Change

Management and Performance Fees

$14.5M

$17.8M

(19) %

Total AUM1

$4,563M

$7,818M

(42) %

     Passive AUM

$2,392M

$2,730M

(12) %

     Active AUM2

$632M

$3,584M

(82) %

     Venture AUM

$1,539M

$1,504M

2 %

(1)

In Galaxy’s monthly AUM disclosures, the “funds” line item consists of AUM held in GAM’s Passive, Active, and Venture funds, excluding opportunistic assets. Total AUM for Q1 2024 was updated from what was previously reported as AUM for quarterly close vehicles are reported as of the most recent information available for the applicable period.

(2)

Includes opportunistic AUM. “Opportunistic” AUM are near-term or mid-term engagements to unwind portfolios managed by GAM. Opportunistic AUM was $520M as of June 30, 2024 and $3,440M as of March 31, 2024.

____

KEY TERMS

Assets Under Management: all figures are unaudited. AUM is inclusive of sub-advised funds, committed capital closed-end vehicles, seed investments by affiliates, affiliated and unaffiliated separately managed accounts, engagements to unwind portfolios, and fund of fund products. Changes in AUM are generally the result of performance, contributions, withdrawals, liquidations and opportunistic mandate wins.

AUM for committed capital closed-end vehicles that have completed their investment period is reported as NAV (Net Asset Value) plus unfunded commitment.AUM for quarterly close vehicles is reported as of the most recent quarter available for the applicable period.AUM for affiliated separately managed accounts is reported as NAV as of the most recently available estimate for the applicable period.

Passive Strategies: single- and multi-asset private funds, as well as a suite of regulated spot digital asset exchange-traded funds offered through partnerships with asset managers globally. 

Active Strategies: Galaxy’s Liquid Crypto Fund and the management of certain opportunistic mandates.

Venture Strategies: organized around two investment themes: Interactive Ventures and Crypto Ventures. Galaxy Interactive invests at the intersection of content, technology, and social commerce, managing client capital across three funds. GAM’s Crypto Ventures sleeve includes Galaxy’s inaugural crypto venture fund, which is focused on investing in early-stage companies across crypto protocols, software infrastructure, and financialized applications, as well as two global, multi-manager venture funds and a subset of Galaxy’s balance sheet venture investments. 

Galaxy Digital Infrastructure Solutions 

Galaxy Digital Infrastructure Solutions (“GDIS”) consists of proprietary and hosted bitcoin mining services, GK8 self-custody technology solutions, and blockchain infrastructure.

Mining

Mining revenue was $24.0 million for the second quarter, relative to power purchase costs and external hosting expenses, net of curtailment credits, of $10.5 million, resulting in a 56% direct mining profit margin. The QoQ decrease in revenue was primarily driven by the Bitcoin halving in April. Currently, Galaxy has 200 megawatts of energized mining capacity and is bringing on an additional 300 megawatts of high-voltage capacity in the third quarter of 2025. Galaxy has firm capacity approval from both the Electric Reliability Council of Texas and the Wind Energy Transmission of Texas to scale up to 800 megawatts of power from the existing interconnect. In the first quarter, we expanded our campus by purchasing an additional 160 acres adjacent to Helios. We now have a total of 320 acres of contiguous land and have submitted additional load studies and a new interconnection request that are pending approval.

Key Performance Indicators

Q2 2024

Q1 2024

Q/Q % Change

Mining Revenue

$24.0M

$31.5M

(24) %

Proprietary Mining Revenue

$16.3M

$20.1M

(19) %

Hosted and Other Mining Revenue1

$7.7M

$11.4M

(32) %

Total Hashrate Under Management

5.6 EH/s

5.7 EH/s

(3) %

Proprietary Mining Hashrate

2.9 EH/s

3.1 EH/s

(5) %

Hosted Mining Hashrate

2.6 EH/s

2.6 EH/s

(1) %

Number of Proprietary BTC Mined

242

373

(35) %

Average Marginal Cost to Mine 

<$22.5K

<$19.5K

N.M.

(1)

Includes revenue from hosting clients and other mining related activities.

Blockchain Infrastructure and GK8

Blockchain Infrastructure and GK8 continue to build and invest in the technology that powers the digital assets ecosystem. Blockchain Infrastructure expanded its Assets Under Stake by 341% QoQ to $2.1 billion as of June 30th, with Galaxy growing to become one of the largest validators globally on the Solana network. As of July 18, 2024, AUS grew to $3.3 billion with the addition of approximately $1 billion in Ether AUS from the acquisition of CMF. GK8 continues to execute against its pipeline of enterprise clients.

Key Performance Indicators

Q2 2024

Q1 2024

Q/Q % Change

Assets Under Stake

$2,144M

$486M

341 %

GK8 Total Client Count

22

21

5 %

_____

KEY TERMS

Hashrate Under Management: the total combined hashrate of active proprietary and hosted mining capacity managed by Galaxy.

Proprietary Mining Hashrate: the hashrate attributed to Galaxy owned and operated mining machines.

Hosted Mining Hashrate: the hashrate attributed to third-party machines operated by Galaxy for a client. 

Number of Proprietary BTC Mined: the total amount of bitcoin mined from proprietary mining operations.

Average Marginal Cost to Mine: the average marginal cost of production for each bitcoin generated during the period. The calculation excludes depreciation, mark-to-market on power contracts, and corporate overhead.

Assets Under Stake: all figures are unaudited. AUS reflects the total notional value of assets bonded to Galaxy validators, based on prices as of the end of the specified period. This includes certain Galaxy balance sheet assets, Galaxy affiliate assets, and third party assets.

GK8 Total Client Count: the total number of clients contracted to use GK8’s technology solutions.

Summary of Operating Expenses

Operating expenses

Q2 2024

Q1 2024

Q/Q % Change

Compensation and compensation related

$43M

$42M

1 %

Equity based compensation

$12M

$18M

(36) %

General and administrative

$45M

$48M

(6) %

Mining costs

$10M

$15M

(31) %

Trading and commission expense

$4M

$6M

(35) %

Technology

$7M

$6M

13 %

Depreciation and amortization

$14M

$11M

18 %

Impairment reversal

$0M

$0M

N.M.

Other

$9M

$8M

13 %

Professional fees

$14M

$13M

2 %

Staking costs

$32M

$1M

N.M.

Interest

$21M

$20M

5 %

Notes interest expense

$7M

$7M

1 %

Note:

Quarter-over-quarter percentage change calculations are based on unrounded results.

Overview of Second Quarter Operating Expenses:

Compensation and compensation related expenses of $43 million were roughly flat QoQ.Equity based compensation decreased by approximately $6 million QoQ, primarily driven by fully vested high-priced equity grants issued in 2021, partially offset by new grants issued in 2022, 2023 and 2024 at lower share prices.General and administrative expenses declined by approximately $3 million from the first quarter of 2024, driven by lower mining costs and trading and commission expenses, partially offset by higher depreciation and amortization costs.Mining costs decreased by approximately $5 million QoQ; reflecting our actively managed power strategy, leading to a reduction in electricity costs.Trading commission expenses decreased by approximately $2 million QoQ, on account of lower trading volumes in the quarter.Depreciation and amortization expenses increased by over $2 million QoQ, reflecting the additional depreciation from new mining machines and electrical infrastructure that were energized during the prior quarter.Professional fees of $14 million were slightly up QoQ.Staking costs was a new line item this quarter, and reflected the staking rewards that Galaxy generates from its AUS, which were paid to the delegators. This amount offsets the staking rewards received, which were included in the Lending and Staking revenue.Interest expense of $21 million was up approximately $1 million QoQ, reflecting our ability to source non-dilutive wholesale financing to help fund our Trading and Lending businesses and consistent with our risk management principles of sound Asset and Liability Management and maintaining substantial liquidity buffers.

GDH Ltd.’s Financial Highlights

As the only significant asset of GDH Ltd. is its minority interest in GDH LP, its results are driven by the results of GDH LP. GDH Ltd. accounts for its investment in this associate (GDH LP) using the equity method. The investment, initially recorded at cost, is increased or decreased to recognize GDH Ltd.’s share of the earnings and losses of GDH LP. The net comprehensive income (loss) of GDH Ltd. was $(49.4) million for the three months ended June 30, 2024 and $60.6 million for the six months ended June 30, 2024.

Earnings Conference Call

An investor conference call will be held today, August 1, 2024, at 8:30 AM Eastern Time. A live webcast with the ability to ask questions will be available at: https://investor.galaxy.com/. The conference call can also be accessed by investors in the United States or Canada by dialing 1-800-274-8461, or 1-203-518-9814 (outside the U.S. and Canada) using the Conference ID: GALAXY. A replay of the webcast will be available and can be accessed in the same manner as the live webcast on the Company’s Investor Relations website. Through September 1, 2024, the recording will also be available by dialing 1-844-512-2921, or 1-412-317-6671 (outside the U.S. and Canada) and using the passcode: 11156334.

About Galaxy Digital Holdings Ltd. (TSX: GLXY) (“GDH Ltd.”) and Galaxy Digital Holdings LP (“GDH LP”)

Galaxy (TSX: GLXY) is a digital asset and blockchain leader providing access to the growing digital economy. We serve a diversified client base, including institutions, startups, and qualified individuals. Since 2018, Galaxy has been building a holistic financial platform spanning three complementary operating businesses: Global Markets, Asset Management, and Digital Infrastructure Solutions. Our offerings include, amongst others, trading, lending, strategic advisory services, institutional-grade investment solutions, proprietary bitcoin mining and hosting services, network validator services, and the development of enterprise self-custodial technology. The company is headquartered in New York City, with global offices across North America, Europe, and Asia. Additional information about Galaxy’s businesses and products is available on www.galaxy.com. 

This press release should be read in conjunction with (i) GDH LP’s Management Discussion and Analysis and Consolidated Financial Statements for the three and six months ended June 30, 2024 and (ii) GDH Ltd.’s Management Discussion and Analysis and Consolidated Financial Statements for the three and six months ended June 30, 2024 (together, the “Consolidated Financial Statements” and “MD&As”), which have been filed on SEDAR at www.sedarplus.ca.

Disclaimers and Additional Information

The TSX has not approved or disapproved of the information contained herein. The Ontario Securities Commission has not passed upon the merits of the disclosure record of Galaxy.

This press release is not an offer to buy or sell, nor is it a solicitation of an offer to buy or sell, interests in the fund or any advisory services or any other security or to participate in any advisory services or trading strategy. If any offer and sale of securities is made, it will be pursuant to the confidential offering memorandum of the fund (the Offering Memorandum or fund prospectus (“Prospectus”)). Any decision to make an investment in the fund should be made after reviewing such Offering Memorandum or Prospectus, conducting such investigations as the investor deems necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment.

No Offer or Solicitation

As previously announced, the Company intends to complete its proposed reorganization and domestication to become a Delaware-based company, and subsequently list on the Nasdaq, upon completion of the SEC’s ongoing review and subject to stock exchange approval of such listing. The proposed reorganization and domestication is subject to approval by shareholders the Company and applicable regulatory authorities, including the Toronto Stock Exchange. In connection with the proposed reorganization and domestication, the Company has filed a registration statement, including a management information circular/prospectus, with the SEC, which has not yet become effective. SHAREHOLDERS ARE ADVISED TO READ THE FINAL VERSIONS OF SUCH DOCUMENTS, WHEN AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the registration statement (including the management information circular/prospectus) and any other relevant documents from the SEC’s website at http://www.sec.gov. Copies of the final versions of such documents can also be obtained, when available, without charge, via Galaxy’s investor relations website: https://investor.galaxy.com/ The Company anticipates holding a shareholder meeting to seek approval following the effectiveness of the registration statement, and further details will be included in the management information circular to be mailed to shareholders and posted on the Company’s SEDAR profile at www.sedarplus.ca. 

This document shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the domestication or any of the other proposed reorganization transactions. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

The information in this document may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended and “forward-looking information” under Canadian securities laws (collectively, “forward-looking statements”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about Galaxy’s business pipelines for banking and Gk8, mining goals, focus on self custody and validator solutions and our commitment to the future of decentralized networks and the pending domestication and the related transactions (the “transactions”), and the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or 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 include, but are not limited to: (1) the inability to complete the proposed domestication and reorganization transactions, due to the failure to obtain shareholder and stock exchange approvals, or otherwise; (2) changes to the proposed structure of the transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining shareholder or stock exchange approval of the transactions; (3) the ability to meet and maintain listing standards following the consummation of the transactions; (4) the risk that the transactions disrupt current plans and operations; (5) costs related to the transactions, operations and strategy; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (8) changes or events that impact the cryptocurrency industry, including potential regulation, that are out of our control; (9) the risk that our business will not grow in line with our expectations or continue on its current trajectory; (10) the possibility that our addressable market is smaller than we have anticipated and/or that we may not gain share of it; and (11) the possibility that there is a disruption in mining impacting our ability to achieve expected results or change in power dynamics impacting our results, (12) any delay or failure to consummate the business mandates or achieve its pipeline goals in banking and Gk8, (13) liquidity or economic conditions impacting our business (14) regulatory concerns, technological challenges, cyber incidents or exploits on decentralized networks (15) those other risks contained in the Annual Information Form for the year ended December 31, 2023 available on the Company’s profile at www.sedarplus.ca and its Management’s Discussion and Analysis, filed on August 1, 2024. Factors that could cause actual results to differ materially from those described in such forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; the possibility that our addressable market is smaller than we have anticipated and/or that we may not gain share of the stated addressable market; the failure or delay in the adoption of digital assets and the blockchain ecosystem; a delay or failure in developing infrastructure for our business or our businesses achieving our banking and Gk8 mandates; delays or other challenges in the mining business related to hosting, power or our mining infrastructure; any challenges faced with respect to decentralized networks, considerations with respect to liquidity and capital planning and changes in applicable law or regulation and adverse regulatory developments. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

©Copyright Galaxy Digital 2024. All rights reserved.

Galaxy Digital Holdings LP’s Consolidated Statements of Financial Position (unaudited)

(in thousands)

June 30, 2024

December 31, 2023

Assets

Current assets

Cash and cash equivalent

$                         314,033

$                         316,610

Digital assets

1,954,398

1,078,587

Receivable for digital asset trades

26,907

41,339

Digital assets loans receivable, net of allowance

177,230

104,504

Digital assets receivables

44,576

14,686

Investments (includes $45.1 million and $0 of equity method investments, respectively)

508,380

—

Assets posted as collateral

203,942

318,195

Receivables

25,840

15,983

Derivative assets

153,470

173,209

Prepaid expenses and other assets

27,780

37,910

Loans receivable, net of allowance

404,991

377,105

Due from related party

31,891

5,007

Total current assets

3,873,438

2,483,135

Digital assets receivables

3,854

6,174

Investments (includes $394.8 million and $290.4 million of equity method investments, respectively)

800,315

735,103

Restricted digital assets

15,863

41,356

Digital asset loans receivable, non-current

12,881

—

Loans receivable, non-current

—

10,259

Property and equipment

267,431

259,965

Other non-current assets

107,284

95,000

Goodwill

44,257

44,257

Total non-current assets

1,251,885

1,192,114

Total assets

$                     5,125,323

$                     3,675,249

Liabilities and equity

Current liabilities

Investments sold short

115,240

25,295

Derivative liabilities

118,770

160,642

Accounts payable and accrued liabilities

73,118

69,212

Payable to customers

94,816

3,503

Taxes payable

12,636

25,936

Payable for digital asset trades

34,751

4,176

Digital assets loans payable

950,178

398,277

Loans payable

211,384

93,069

Collateral payable

811,656

581,362

Due to related party

87,403

67,953

Lease liability

3,960

3,860

Total current liabilities

2,513,912

1,433,285

Notes payable

427,679

408,053

Deferred tax liability

46,734

33,894

Lease liability

8,271

10,236

Total non-current liabilities

482,684

452,183

Total liabilities

2,996,596

1,885,468

Equity

Partners’ capital

2,128,727

1,789,781

Total equity

2,128,727

1,789,781

Total liabilities and equity

$                     5,125,323

$                     3,675,249

 

Galaxy Digital Holdings LP’s Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited)

(in thousands)

Three months ended

Six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Income

Fee revenue

$                 26,483

$                 11,097

$                 54,611

$                 25,526

Net realized gain (loss) on digital assets

(161,738)

20,179

108,660

86,298

Net realized gain (loss) on investments

12,826

48,334

(160,008)

46,356

Lending and staking revenue

54,371

10,809

84,309

21,318

Net derivative gain

105,322

9,641

188,962

64,725

Revenue from proprietary mining

16,312

8,563

36,440

10,980

Other income

140

43

475

206

53,716

108,666

313,449

255,409

Operating expenses

Compensation and compensation related

42,921

34,632

85,397

65,252

Equity based compensation

11,601

15,655

29,590

38,925

General and administrative

44,721

14,742

92,777

29,647

Mining costs

10,452

(130)

25,638

5,830

Trading and commission expense

4,112

2,341

10,434

3,285

Technology

7,356

4,599

13,852

8,994

Depreciation and amortization

13,505

7,318

24,932

11,765

Impairment reversal

—

(5,932)

—

(11,914)

Other

9,296

6,546

17,921

11,687

Professional fees

13,704

8,785

27,077

18,603

Staking costs

32,034

308

32,696

539

Interest

20,927

4,334

40,775

9,873

Notes interest expense

7,040

6,790

14,016

13,521

(172,948)

(85,246)

(322,328)

(176,360)

Other

Net unrealized gain (loss) on digital assets

42,900

(4,774)

139,713

(1,745)

Net unrealized gain (loss) on investments

(114,314)

(65,850)

121,538

16,863

Net loss on notes payable – derivative

(2,573)

(799)

(12,286)

(2,104)

Foreign currency gain (loss)

1,474

63

1,353

(75)

(72,513)

(71,360)

250,318

12,939

Income before income taxes

(191,745)

(47,940)

241,439

91,988

Income taxes expense (benefit)

(14,736)

(1,900)

(3,216)

3,826

Net income for the period

$             (177,009)

$               (46,040)

$              244,655

$                 88,162

Other comprehensive income

Foreign currency translation adjustment

1,724

$                        39

1,089

(416)

Comprehensive income for the period

$             (175,285)

$               (46,001)

$              245,744

$                 87,746

 

Three months ended

Six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

GDH LP Net income (loss) per unit:

Basic

$                        (0.52)

$                        (0.14)

$                          0.74

$                          0.28

Diluted

(0.52)

(0.14)

0.70

0.27

Weighted average units:

Basic

338,212,221

321,392,562

331,685,773

320,391,466

Diluted

338,212,221

321,392,562

350,414,148

327,417,371

Reportable segments (unaudited)

Income and expenses by each reportable segment of GDH LP for the three months ended June 30, 2024 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate

 and Other

Totals

Income (loss)

Fee revenue(1)

Mining hosting fees

$                   —

$                   —

$                  7,775

$                   —

$              7,775

Licensing fees

—

—

612

(120)

492

Management and performance fees

3,694

14,535

—

(734)

17,495

Advisory fees

721

—

—

—

721

Total fee revenue

4,415

14,535

8,387

(854)

26,483

Lending and staking revenue

Lending income

16,012

—

—

8

16,020

Blockchain rewards

578

3,808

37,497

(3,532)

38,351

Total lending and staking revenue

16,590

3,808

37,497

(3,524)

54,371

Net realized gain on digital assets

(178,808)

16,274

796

—

(161,738)

Net realized gain (loss) on investments

10,206

2,620

—

—

12,826

Net derivative gain

105,550

—

(228)

—

105,322

Revenue from proprietary mining

—

—

16,312

—

16,312

Other income

(4)

33

111

—

140

Total revenues and gain (loss) from operations

(42,051)

37,270

62,875

(4,378)

53,716

Operating expenses

68,604

13,781

69,230

21,333

172,948

Net unrealized gain on digital assets

136,323

(86,685)

(6,738)

—

42,900

Net unrealized gain (loss) on investments

(81,230)

(34,369)

1,285

—

(114,314)

Net loss on notes payable – derivative

—

—

—

(2,573)

(2,573)

Foreign currency loss

1,474

—

—

—

1,474

56,567

(121,054)

(5,453)

(2,573)

(72,513)

Income (loss) before income taxes

$           (54,088)

$           (97,565)

$               (11,808)

$           (28,284)

$         (191,745)

Income tax expense

—

—

—

(14,736)

(14,736)

Net income (loss)

$           (54,088)

$           (97,565)

$               (11,808)

$           (13,548)

$         (177,009)

Foreign currency translation adjustment

—

—

—

1,724

1,724

Comprehensive income (loss)

$           (54,088)

$           (97,565)

$               (11,808)

$           (11,824)

$         (175,285)

(1)

Asset Management fee revenue includes management fees generated off the Partnership’s balance sheet venture investments. Licensing fees are attributable to GK8, and include license fees paid by the Partnership for the use of GK8’s technology. All intercompany transactions are eliminated in the Corporate & Other segment.

Income and expenses by each reportable segment of GDH LP for the six months ended June 30, 2024 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate

 and Other(1)

Totals

Income (loss)

Fee revenue (1)

Mining hosting fees

$                   —

$                   —

$                17,916

$                   —

17,916

Licensing fees

1

—

1,419

(240)

1,180

Management and performance fees

3,694

32,372

—

(1,481)

34,585

Advisory fees

930

—

—

—

930

Total fee revenue

4,625

32,372

19,335

(1,721)

54,611

Lending and staking revenue

Lending income

32,756

5

2

12

32,775

Blockchain rewards

5,660

11,046

43,575

(8,747)

51,534

Total lending and staking revenue

38,416

11,051

43,577

(8,735)

84,309

Net realized gain on digital assets

91,497

16,367

796

—

108,660

Net realized gain (loss) on investments

(173,323)

13,315

—

—

(160,008)

Net derivative gain

188,095

—

867

—

188,962

Revenue from proprietary mining

—

—

36,440

—

36,440

Other income

153

33

289

—

475

149,463

73,138

101,304

(10,456)

313,449

Operating expenses

133,033

29,585

110,110

49,600

322,328

Net unrealized gain on digital assets

184,582

(41,358)

(3,511)

—

139,713

Net unrealized gain (loss) on investments

98,480

23,108

(50)

—

121,538

Net loss on notes payable – derivative

—

—

—

(12,286)

(12,286)

Foreign currency loss

1,353

—

—

—

1,353

284,415

(18,250)

(3,561)

(12,286)

250,318

Income (loss) before income taxes

$          300,845

$            25,303

$               (12,367)

$           (72,342)

$          241,439

Income tax expense

—

—

—

(3,216)

(3,216)

Net income (loss)

$          300,845

$            25,303

$               (12,367)

$           (69,126)

$          244,655

Foreign currency translation adjustment

—

—

—

1,089

1,089

Comprehensive income (loss)

$          300,845

$            25,303

$               (12,367)

$           (68,037)

$          245,744

(1)

Asset Management fee revenue includes management fees generated off the Partnership’s balance sheet venture investments. Licensing fees are attributable to GK8, and include license fees paid by the Partnership for the use of GK8’s technology. All intercompany transactions are eliminated in the Corporate & Other segment.

Income and expenses by each reportable segment of GDH LP for the three months ended June 30, 2023 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate

 and Other

Totals

Income (loss)

Fee revenue (1)

Mining hosting fees

—

—

6,548

—

$           6,548

Licensing fees

—

—

610

—

610

Management and performance fees

—

4,216

—

(762)

3,454

Advisory fees

57

—

—

—

57

Other fee revenues

—

—

428

—

428

Total fee revenue

57

4,216

7,586

(762)

11,097

Lending and staking revenue

Lending income

9,990

9

—

—

9,999

Blockchain rewards

(706)

1,516

—

—

810

Total lending and staking revenue

9,284

1,525

—

—

10,809

Net realized gain on digital assets

17,601

2,578

—

—

20,179

Net realized gain (loss) on investments

23,725

24,609

—

—

48,334

Net derivative gain

8,769

1,008

(136)

—

9,641

Revenue from proprietary mining

—

—

8,563

—

8,563

Other income (expense)

96

(96)

11

32

43

Total revenues and gain (loss) from operations

59,532

33,840

16,024

(730)

108,666

Operating expenses

40,894

13,790

7,748

22,814

85,246

Net unrealized gain (loss) on digital assets

(1,067)

(3,707)

—

—

(4,774)

Net unrealized gain on investments

(23,726)

(45,532)

3,408

—

(65,850)

Net loss on notes payable – derivative

—

—

—

(799)

(799)

Foreign currency loss

63

—

—

—

63

(24,730)

(49,239)

3,408

(799)

(71,360)

Income (loss) before income taxes

$         (6,092)

$           (29,189)

$               11,684

$        (24,343)

$       (47,940)

Income tax expense

—

—

—

(1,900)

(1,900)

Net income (loss)

$         (6,092)

$           (29,189)

$               11,684

$        (22,443)

$       (46,040)

Foreign currency translation adjustment

—

—

—

39

39

Comprehensive income (loss)

$         (6,092)

$           (29,189)

$               11,684

$        (22,404)

$       (46,001)

(1)

Asset Management fee revenue includes management fees generated off the Partnership’s balance sheet venture investments, which are eliminated in the Corporate & Other segment.

Income and expenses by each reportable segment of GDH LP for the six months ended June 30, 2023 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate

 and Other

Totals

Income (loss)

Fee revenue (1)

Mining hosting fees

$                —

$                    —

$               12,816

$                 —

$         12,816

Licensing fees

—

—

790

—

790

Management and performance fees

—

9,148

—

(1,382)

7,766

Advisory fees

2,265

—

—

—

2,265

Other fee revenues

(54)

—

1,943

—

1,889

Total fee revenue

2,211

9,148

15,549

(1,382)

25,526

Lending and staking revenue

Lending income

19,078

17

—

—

19,095

Blockchain rewards

707

1,516

—

—

2,223

Total lending and staking revenue

19,785

1,533

—

—

21,318

Net realized gain on digital assets

82,633

3,665

—

—

86,298

Net realized gain (loss) on investments

24,099

22,257

—

—

46,356

Net derivative gain

63,319

1,542

(136)

—

64,725

Revenue from proprietary mining

—

—

10,980

—

10,980

Other income (expense)

134

(163)

55

180

206

Total revenues and gain (loss) from operations

192,181

37,982

26,448

(1,202)

255,409

Operating expenses

83,103

29,978

17,062

46,217

176,360

Net unrealized gain (loss) on digital assets

(1,744)

(1)

—

—

(1,745)

Net unrealized gain on investments

16,647

(6,435)

6,651

—

16,863

Net loss on notes payable – derivative

—

—

—

(2,104)

(2,104)

Foreign currency loss

(75)

—

—

—

(75)

14,828

(6,436)

6,651

(2,104)

12,939

Income (loss) before income taxes

$       123,906

$               1,568

$               16,037

$        (49,523)

$         91,988

Income tax expense

—

—

—

3,826

3,826

Net income (loss)

$       123,906

$               1,568

$               16,037

$        (53,349)

$         88,162

Foreign currency translation adjustment

—

—

—

(416)

(416)

Comprehensive income (loss)

$       123,906

$               1,568

$               16,037

$        (53,765)

$         87,746

(1)

Asset Management fee revenue includes management fees generated off the Partnership’s balance sheet venture investments, which are eliminated in the Corporate & Other segment.

Assets and liabilities by reportable segment of GDH LP as of June 30, 2024 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate
and Other

Totals

Total assets

$        3,972,284

$           643,731

$           351,145

$           158,163

$        5,125,323

Total liabilities

$        2,356,282

$               1,250

$             10,055

$           629,009

$        2,996,596

Assets and liabilities by reportable segment of GDH LP as of December 31, 2023 are as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate
and Other

Totals

Total assets

$       2,726,950

$          575,056

$          321,322

$            51,921

$        3,675,249

Total liabilities

$       1,289,792

$            10,968

$              9,817

$          574,891

$        1,885,468

Select statement of financial position information

Select assets by reporting segment of GDH LP as of June 30, 2024 is as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate
and Other

Totals

Digital assets

$     1,925,574

$          44,687

$                     —

$                 —

$     1,970,261

Digital assets receivables

12,241

35,253

936

—

48,430

Assets posted as collateral

203,942

—

—

—

203,942

Loans receivable

595,102

—

—

—

595,102

Investments

764,285

532,084

12,326

—

1,308,695

Property and equipment

—

—

260,258

7,173

267,431

$     3,501,144

$        612,024

$            273,520

$            7,173

$     4,393,861

Select assets by reporting segment of GDH LP as of December 31, 2023 is as follows:

(in thousands)

Global
Markets

Asset
Management

Digital
Infrastructure
Solutions

Corporate
and Other

Totals

Digital assets

$     1,052,013

$          67,930

$                     —

$                 —

$     1,119,943

Digital assets receivables

6,506

13,135

1,219

—

20,860

Assets posted as collateral

318,195

—

—

—

318,195

Loans receivable

491,868

—

—

—

491,868

Investments

244,807

476,262

14,034

—

735,103

Property and equipment

109

—

252,552

7,304

259,965

$     2,113,498

$        557,327

$            267,805

$            7,304

$     2,945,934

Net Digital Assets Position

Net digital assets includes all digital assets categorized as assets, less all digital assets categorized as liabilities on the statement of financial position and is included in the Company’s liquidity measure. Net digital assets as of June 30, 2024 and December 31, 2023 is as follows:

(in thousands)

BTC (3)

ETH (4)

Stablecoin

Other (5)

As of

June 30, 2024

Assets

Digital assets

$           1,202,920

$              344,110

$              236,122

$              171,246

$           1,954,398

Digital asset loans receivable, net of allowance

16,656

28,612

118,733

26,110

190,111

Digital assets receivable, current

—

—

—

44,576

44,576

Digital assets receivable, non-current

—

—

—

3,854

3,854

Assets posted as collateral – Digital assets(1)

163,950

28,594

1,429

193,973

Restricted digital assets, non-current(2)

—

—

—

15,863

15,863

1,383,526

401,316

354,855

263,078

2,402,775

Liabilities

Digital asset loans payable

620,602

57,089

242,529

29,958

950,178

Collateral payable(1)

584,957

145,166

17,807

14,621

762,551

Payables to customers

94,586

—

—

—

94,586

1,300,145

202,255

260,336

44,579

1,807,315

Digital assets, net

$               83,381

$              199,061

$               94,519

$              218,499

595,460

Stablecoins, net

$                       —

$                       —

$               94,519

$                       —

94,519

Digital assets, net excl. stablecoins

$               83,381

$              199,061

$                       —

$              218,499

$              500,941

Bitcoin spot ETFs included in Investments

418,068

—

—

—

418,068

(1)

Excludes cash portion of balance on the Partnership’s statement of financial position.

(2)

Represents TIA and SOL tokens that are subject to a sale restriction of greater than one year.

(3)

Includes associated tokens such as wBTC. The Partnership also held interests in investment vehicles designed to hold BTC, including Galaxy sponsored BTC funds and Mt. Gox Investment Fund LP, valued at $129.1 million as of June 30, 2024 reflected in the investments balance in addition to the digital assets noted above. The Partnership also held bitcoin derivative positions not reflected above in addition to the noted bitcoin investment vehicles. 

(4)

Includes associated tokens such as wETH and stETH. The Partnership also held interests in investment vehicles designed to hold ETH, including Galaxy sponsored ETH funds, valued at $42.3 million as of June 30, 2024 reflected in the investments balance in addition to the digital assets noted above. The Partnership also held Ether derivative positions not reflected above in addition to the noted Ether investment vehicles.

(5)

Includes $43.6 million net SOL and $45.3 million net TIA. The Partnership also held an interest in investment vehicles designed to hold SOL, the Galaxy sponsored Galaxy Digital Crypto Vol Fund LLC valued at $91.4 million as of June 30, 2024 reflected in the investments balance in addition to the digital assets noted above, and the Partnership held digital asset derivative positions not reflected above in addition to the noted investment vehicle.

(in thousands)

BTC (4)

ETH (5)

Stablecoin

Other (5)

As of December
31, 2023

Assets

Digital assets

$              589,011

$              174,978

$              179,222

$              135,376

$           1,078,587

Digital asset loans receivable, net of allowance

3,044

87,252

12,000

2,208

104,504

Digital assets receivable, current

—

—

—

14,686

14,686

Digital assets receivable, non-current

—

—

—

6,174

6,174

Assets posted as collateral – Digital assets(1)

197,092

119,012

—

—

316,104

Restricted digital assets, non-current(2)

—

—

—

41,356

41,356

789,147

381,242

191,222

199,800

1,561,411

Liabilities

Digital asset loans payable

48,202

14,603

297,762

37,710

398,277

Collateral payable(1)

437,889

116,723

9,457

5,926

569,995

486,091

131,326

307,219

43,636

968,272

Digital assets, net

$              303,056

$              249,916

$            (115,997)

$              156,164

593,139

Stablecoins, net(3)

$                       —

$                       —

$            (115,997)

$                       —

(115,997)

Digital assets, net excl. stablecoins

$              303,056

$              249,916

$                       —

$              156,164

$              709,136

Bitcoin spot ETFs included in Investments

$                       —

$                       —

$                       —

$                       —

$                       —

(1)

Excludes cash portion of balance on the Partnership’s statement of financial position.

(2)

Represents TIA tokens that are subject to a sale restriction of greater than one year.

(3)

As of December 31, 2023, stablecoin liabilities were greater than stablecoin assets.

(4)

Includes associated tokens such as wBTC. The Partnership also held interests in investment vehicles designed to hold BTC, including ProShares Bitcoin Strategy ETF, Galaxy sponsored BTC funds, and Mt. Gox Investment Fund LP, valued at $123.1 as of December 31, 2023 reflected in the investments balance in addition to the digital assets noted above. The Partnership also held bitcoin derivative positions not reflected above in addition to the noted bitcoin investment vehicles.  

(5)

Includes associated tokens such as wETH and stETH. The Partnership also held interests in investment vehicles designed to hold ETH, including Galaxy sponsored ETH funds, valued at $22.1 million as of December 31, 2023 reflected in the investments balance in addition to the digital assets noted above. The Partnership also held Ethereum derivative positions not reflected above in addition to the noted Ethereum investment vehicles.

(6)

Includes $12.0 million net SOL and $68.5 million net TIA. The Partnership also held digital asset derivative positions not reflected above.

 All figures are in U.S. Dollars unless otherwise noted.

 

SOURCE Galaxy Digital Holdings Ltd.

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Technology

Digital Turbine Reports Strong Fiscal 2027 Second Quarter Financial Results

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Second Quarter Net Revenue Totaled $178.7 Million, Representing Year-over-Year Growth of 27%

Second Quarter GAAP Net Income of $10.3 Million and diluted GAAP EPS of $0.06; Second Quarter Non-GAAP Adjusted Net Income1 of $23.4 Million and Non-GAAP Adjusted EPS1 of $0.18

Second Quarter Non-GAAP Adjusted EBITDA2 Totaled $39.8 Million, Representing Year-over-Year Growth of 46%

AUSTIN, Texas, Nov. 9, 2026 /PRNewswire/ — Digital Turbine, Inc. (Nasdaq: APPS) announced financial results for the fiscal second quarter ended September 30, 2026.

Recent Financial Highlights:

Fiscal second quarter of 2027 revenue totaled $178.7 million, representing an increase of 27% year-over-year as compared to the fiscal second quarter of 2026.GAAP net income for the fiscal second quarter of 2027 was $10.3 million, or $0.06 per diluted share. Non-GAAP adjusted net income1 for the fiscal second quarter of 2027 was $23.4 million, or $0.18 per share, as compared to non-GAAP adjusted net income1 of $16.5 million, or $0.15 per share, in the fiscal second quarter of 2026.Non-GAAP adjusted EBITDA2 for the fiscal second quarter of 2027 was $39.8 million, representing an increase of 46% year-over-year as compared to non-GAAP adjusted EBITDA2 of $27.2 million in the fiscal second quarter of 2026.Non-GAAP free cash flow3 totaled $10.5 million in the fiscal second quarter of 2027.

“Our strong second quarter results are further testament to the positive momentum underlying the business,” said Bill Stone, CEO.  “Our team’s focused execution continues to accelerate the flywheel effect, whereby data- and AI-driven improvements are self-sustaining greater overall platform performance across all aspects of the business, which in turn is attracting higher levels of partner adoption and advertiser investment across the platform.  The resultant 20+% revenue growth in both our ODS segment and AGP segment during the second quarter, along with operating leverage efficiencies, enabled us to achieve 46% adjusted EBITDA growth in the quarter. The stronger-than-expected second quarter performance and continuing flywheel momentum provide us with greater conviction that Digital Turbine has the right team, platform, market position, and vision to fully exploit the wealth of opportunities directly in front of us.”

Fiscal 2027 Second Quarter Financial Results

Total revenue for the second quarter of fiscal 2027 was $178.7 million, representing year-over-year growth of 27% as compared to total revenue of $140.4 million for the second quarter of fiscal 2026. Total On Device Solutions net revenue before intercompany eliminations was  $115.6 million, representing year-over-year growth of 20%. Total App Growth Platform net revenue before intercompany eliminations was $63.5 million, representing year-over year growth of 42%.

GAAP net income for the second quarter of fiscal 2027 was $10.3 million, or $0.06 per diluted share, as compared to GAAP net loss for the second quarter of fiscal 2026 of $21.4 million, or $(0.20) per share.

Non-GAAP adjusted net income1 for the second quarter of fiscal 2027 was $23.4 million, or $0.18 per share, as compared to non-GAAP adjusted net income1 of $16.5 million, or $0.15 per share, in the second quarter of fiscal 2026.

Non-GAAP adjusted EBITDA2 for the second quarter of fiscal 2027 was $39.8 million, representing year-over-year growth of 46% as compared to non-GAAP adjusted EBITDA2 for the second quarter of fiscal 2026 of $27.2 million.

Business Outlook

Based on information available as of November 9, 2026, the Company currently expects the following for fiscal year 2027:

Revenue of between $670 million and $690 millionNon-GAAP adjusted EBITDA2 of between $145 million and $155 million

It is not reasonably practicable to provide a business outlook for GAAP net income because the Company cannot reasonably estimate the changes in stock-based compensation expense, which is directly impacted by changes in the Company’s stock price, or other items that are difficult to predict with precision.

About Digital Turbine, Inc.

Digital Turbine empowers superior mobile consumer experiences and results for the world’s leading telcos, advertisers, and publishers. Its end-to-end platform uniquely simplifies its partners’ abilities to supercharge awareness, acquisition, and monetization – connecting them with more consumers, in more ways, across more devices. Digital Turbine is headquartered in North America, with offices around the world. For additional information visit www.digitalturbine.com. 

Conference Call

Management will host a conference call and webcast today at 4:30pm ET/1:30p PT to discuss its fiscal 2027 second quarter results and provide operational updates on the business. The conference call will discuss forward guidance and other material information. The call can be accessed via webcast link: https://app.webinar.net/AQjXr7E0lMd.  The call can also be accessed by dialing 888-317-6003 in the United States (or 412-317-6061 from international locations) and entering access code 0136244. A live and archived webcast of the call can be accessed via the Investor Relations section of Digital Turbine’s website. The webcast will be archived for a period of one year and is available via the Investor Relations section of Digital Turbine’s website.

For those unable to join the live call, a playback will be available through November 16th, 2026. The replay can be accessed by dialing 855-669-9658 in the United States or 412-317-0088 from international locations, passcode 1562528.

An online webcast will be archived for a period of one year and is available via the Investor Relations section of Digital Turbine’s website.

Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with GAAP, Digital Turbine uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP adjusted net income and earnings per share (“EPS”), non-GAAP adjusted EBITDA, non-GAAP free cash flow and non-GAAP gross profit. Reconciliations to the nearest GAAP measures of all non-GAAP measures included in this press release can be found in the tables below.

Non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s current financial performance, prospects for the future and as a means to evaluate period-to-period comparisons. The Company believes that these non-GAAP measures provide meaningful supplemental information regarding financial performance by excluding certain expenses and benefits that may not be indicative of recurring core business operating results. The Company believes the non-GAAP measures that exclude such items when viewed in conjunction with GAAP results and the accompanying reconciliations enhance the comparability of results against prior periods and allow for greater transparency of financial results. The Company believes non-GAAP measures facilitate management’s internal comparison of its financial performance to that of prior periods as well as trend analysis for budgeting and planning purposes. The presentation of non-GAAP measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

1Non-GAAP adjusted net income (loss) and EPS are defined as GAAP net income (loss) and EPS adjusted to exclude the effect of the following, if any: stock-based compensation expense, amortization of intangibles, business transformation costs, transaction related expenses, severance costs, impairment of goodwill, contract settlement fees, tax adjustments, (gain)/loss on extinguishment of debt, amortization of debt discount, issuance costs and exit and duration fees, unrealized (gain)/loss on derivatives, non-cash fair value adjustments to non-marketable equity securities and (gain)/loss on the disposition of assets other than in the ordinary course of business. The Company added non-cash fair value adjustments to non-marketable securities and (gain)/loss on disposition of assets other than in the ordinary course of business as described in footnote 2 to the reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income below, as these items are one-time adjustments that are non-recurring in nature. Readers are cautioned that non-GAAP adjusted net income (loss) and EPS should not be construed as an alternative to comparable GAAP net income (loss) figures determined in accordance with U.S. GAAP as an indicator of profitability or performance, which is the most comparable measure under GAAP.

2Non-GAAP adjusted EBITDA is calculated as GAAP net income (loss) excluding the following cash and non-cash expenses, if any: stock-based compensation expense, depreciation and amortization, net interest income (expense), net other income (expense), business transformation costs, foreign exchange transaction gains (losses), income tax expense (benefit), transaction related expenses, impairment of goodwill, contract settlement fees, severance costs, (gain)/loss on extinguishment of debt, and unrealized (gain)/loss on derivatives. Non-GAAP adjusted EBITDA margin is calculated as non-GAAP adjusted EBITDA as a percentage of total revenue. Readers are cautioned that non-GAAP adjusted EBITDA should not be construed as an alternative to net income determined in accordance with U.S. GAAP as an indicator of performance, which is the most comparable measure under GAAP.

3Non-GAAP free cash flow, which is a non-GAAP financial measure, is defined as net cash provided by operating activities (as stated in our Consolidated Statements of Cash Flows), excluding the following, if any: transaction-related expenses, severance costs and business transformation costs, reduced by capital expenditures. Readers are cautioned that free cash flow should not be construed as an alternative to net cash provided by operating activities determined in accordance with U.S. GAAP as an indicator of profitability, performance or liquidity, which is the most comparable measure under GAAP.

4Non-GAAP gross profit is defined as GAAP income (loss) from operations adjusted to exclude the effect of the following, if any: product development costs, sales and marketing costs, general and administrative costs, impairment of goodwill, and depreciation of software included in other direct costs of revenue. Readers are cautioned that non-GAAP gross profit should not be construed as an alternative to income from operations determined in accordance with U.S. GAAP as an indicator of profitability or performance, which is the most comparable measure under GAAP.

Non-GAAP adjusted EBITDA, non-GAAP adjusted net income and EPS, non-GAAP free cash flow and non-GAAP gross profit are used by management as internal measures of profitability and performance. They have been included because the Company believes that the measures are used by certain investors to assess the Company’s financial performance before non-cash charges and certain costs that the Company does not believe are reflective of its underlying business.

Revision of Prior Period Financial Statements

The Company has revised, during the current quarter, its previously issued financial statements as it identified immaterial adjustments resulting in incremental costs related to its contractual revenue share obligations that originated in prior periods. This resulted in an understatement of revenue share expense in the amount of $3.5 million for the three months ended June 30, 2026 and a corresponding understatement of its accrued revenue share liabilities. This adjustment did not impact the Company’s previously reported net cash provided from operations or compliance with debt covenants and was not material to the previously reported interim results of operations. The adjusted financial statements for the impacted periods noted will be included in the Company’s Form 10-Q as of September 30, 2026.

Forward-Looking Statements

This news release includes “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. Statements in this news release that are not statements of historical fact and that concern future results from operations, financial position, economic conditions, product releases and any other statement that may be construed as a prediction of future performance or events, including financial projections and growth in various products are forward-looking statements that speak only as of the date made and which involve known and unknown risks, uncertainties and other factors which may, should one or more of these risks uncertainties or other factors materialize, cause actual results to differ materially from those expressed or implied by such statements. These factors and risks include:

Risks Specific to our Business

We may not achieve the expected benefits of our transformation program and similar measures we take in the future, and our efforts may adversely affect our business.We have a history of net losses.We have a limited operating history for our current portfolio of assets.Our operations are global in scope, and we face added business, political, regulatory, legal, operational, financial, and economic risks as a result of our international operations.Our financial results could vary significantly from quarter-to-quarter and are difficult to predict.A significant portion of our revenue is derived from a limited number of wireless carriers and customers.The development and use of artificial intelligence (“AI”) in our business, combined with an uncertain regulatory environment, may adversely affect our business, reputation, financial condition, and results of operations.System security risks, data protection breaches, cyber-attacks, and systems integration issues could disrupt our business.Our business may involve the use, transmission, and storage of confidential information and personally identifiable information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.The effects of the current and any future general downturns in the United States (“U.S”). and the global economy, including financial market disruptions.Our products, services, and systems rely on software that is highly technical, and if it contains errors or viruses, our business could be adversely affected.Our business and reputation could be impacted by information technology system failures and network disruptionsOur business may suffer if we are unable to hire and retain key talent.Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity, passion, and teamwork that we believe contribute to our success and our business may be harmed.If we make future acquisitions, this could require significant management attention and disrupt our business.Adverse developments affecting the financial services industry, including events involving liquidity, defaults or non-performance, could adversely affect our business, financial condition, and results of operations.Entry into new lines of business, and our offering of new products and services, resulting from our investments may result in exposure to new risks.Litigation may harm our business.

Risks Related to the Mobile Advertising Industry

The mobile advertising business is an intensely competitive industry, and we may not be able to compete successfully.The markets for our products and services are rapidly evolving and may decline or experience limited growth.Our business is dependent on the continued growth in usage of smartphones and other mobile connected devices.Wireless technologies are changing rapidly, and we may not be successful in working with these new technologies.The complexity of and incompatibilities among mobile devices may require us to use additional resources for the development of our products and services.If wireless subscribers do not continue to use their mobile devices to access mobile content and other applications, our business growth and future revenue may be adversely affected.A shift of technology platform by wireless carriers and mobile device manufacturers could lengthen the development period for our offerings, increase our costs, and cause our offerings to be published later than anticipated.Actual or perceived security vulnerabilities in devices or wireless networks could adversely affect our revenue.We may be subject to legal liability associated with providing mobile and online services.Risks of public health issues, such as a major epidemic or pandemic.Risk related to geopolitical conditions and the global economy, including conflicts, financial markets, inflation, global supply chain, and tariffs.Risk related to the geopolitical relationship between the U.S. and China or changes in China’s economic and regulatory landscape, including recent tariff increases and trade tensions.Changes to the policies, technologies, practices of, or the laws and regulations that govern, third-party platforms and other ecosystem participants could materially limit our ability to deliver, measure and monetize advertising.

Risks Related to Laws and Regulations

We are subject to rapidly changing and increasingly stringent laws, regulations and contractual requirements related to privacy, data security, and protection of children.We are subject to anti-bribery, anti-corruption, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.We are subject to governmental economic sanction requirements and export and import controls that could impair our ability to compete in international markets.Our ability to use our net operating losses, credits, and certain other tax attributes to offset future taxable income or taxes may be subject to certain limitations.Regulatory requirements pertaining to the marketing, advertising, and promotion of our products and services.Government regulation of our marketing methods could restrict or prevent our ability to adequately advertise and promote our content, products, and services available in certain jurisdictions.

Risks Related to Our Intellectual Property and Potential Liability

Third parties may obtain and improperly use our intellectual property; and if so, our competitive position may be adversely affected, particularly if we do not, or are unable to, adequately protect our intellectual property rights.Third parties may sue us for intellectual property infringement, which may prevent or limit our use of the intellectual property and disrupt our business and could require us to pay significant damage awards.Our platform contains open source software.Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by malicious software, and other losses.

Risks Relating to Our Common Stock and Capital Structure

We have significant indebtedness, which could limit our financial flexibility.To service our debt and fund our other obligations and capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.The market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the current price or the price at which you purchased your shares.Risk of not being able to raise capital to grow our business.Risk to trading volume of lack of securities or industry analysts research coverage.If our goodwill becomes impaired, we may be required to record significant charges to earnings.A material weakness in our internal control over financial reporting and disclosure controls and procedures could, if not remediated, result in material misstatements in our financial statements.Maintaining and improving financial controls and being a public company may strain resources.Anti-takeover provisions in our charter documents could make an acquisition of our company more difficult.Our bylaws designate Delaware as the exclusive forum for certain disputes.

For further information over our risks, see the risk factors in Item 1A of Annual Report under the heading “Risk Factors.”

You should not place undue reliance on these forward-looking statements. The Company does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact:
Brian Bartholomew
Digital Turbine, Inc.
brian.bartholomew@digitalturbine.com 

Digital Turbine, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

September 30,

2026

2025

2026

2025

Net revenue

$   178,683

$    140,377

$   344,666

$    271,303

Costs of revenue and operating expenses

Revenue share

87,719

63,093

160,702

121,231

Other direct costs of revenue

13,565

11,242

26,529

22,046

Product development

9,949

10,979

20,539

21,126

Sales and marketing

14,449

14,446

29,782

28,035

General and administrative

32,694

34,083

65,681

76,992

Total costs of revenue and operating expenses

158,376

133,843

303,233

269,430

Income from operations

20,307

6,534

41,433

1,873

Interest and other (income) expense, net

Interest expense, net(1)

14,214

14,276

27,104

24,230

Unrealized (gain) loss on derivatives

(2,193)

2,335

8,606

2,335

Foreign exchange transaction (gain) loss

88

(1,136)

(593)

(222)

Loss on extinguishment of debt

—

9,795

—

9,795

Other (income) expense, net

(4,755)

1,207

4,339

1,875

Total interest and other expense, net

7,354

26,477

39,456

38,013

Income (loss) before taxes

12,953

(19,943)

1,977

(36,140)

Income tax expense (benefit)

2,670

1,452

4,958

(641)

Net income (loss)

10,283

(21,395)

(2,981)

(35,499)

Other comprehensive income (loss)

Foreign currency translation (gain) loss

666

2,204

1,840

(1,996)

Comprehensive income (loss)

$       9,617

$     (23,599)

$      (4,821)

$     (33,503)

Net income (loss) per share

Basic

$         0.08

$         (0.20)

$        (0.02)

$         (0.33)

Diluted

$         0.06

$         (0.20)

$        (0.02)

$         (0.33)

Weighted average common shares outstanding

Basic

121,286

109,128

120,979

107,885

Diluted

129,225

109,128

120,979

107,885

(1) The Company changed its presentation of its amortization of debt discount and issuance costs in its condensed consolidated statements of operations and comprehensive income (loss). Amortization of debt discount and issuance costs was previously presented as a separate line item and is now presented in interest expense, net. Accordingly, prior period amounts have been reclassified to conform to the current period presentation. This reclassification had no effect on net income (loss).

 

Digital Turbine, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)

(Unaudited)

September 30,
2026

March 31,

2026

ASSETS

Current assets

Cash, cash equivalents, and restricted cash

$      51,620

$      37,960

Accounts receivable, net

266,404

251,240

Prepaid expenses

4,868

6,060

Value-added tax receivable

3,361

4,461

Other current assets

17,233

12,149

Total current assets

343,486

311,870

Property and equipment, net

49,363

49,111

Right-of-use assets

7,222

7,739

Intangible assets, net

199,447

217,448

Goodwill

222,725

223,053

Other non-current assets

22,541

32,433

TOTAL ASSETS

$    844,784

$    841,654

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$    127,952

$    129,491

Accrued revenue share

107,252

95,116

Accrued compensation

12,989

22,408

Acquisition purchase price liabilities

436

436

Current portion of long-term debt

9,375

7,031

Other current liabilities

16,596

14,671

Total current liabilities

274,600

269,153

Long-term debt, net

344,230

353,932

Derivative liabilities

10,770

2,164

Deferred tax liabilities, net

13,465

15,818

Other non-current liabilities

4,833

4,838

Total liabilities

647,898

645,905

Commitments and contingencies

Stockholders’ equity

Series A convertible preferred stock at $0.0001 par value; 2,000,000 shares authorized,
100,000 issued and outstanding (liquidation preference of $1)

100

100

Common stock, $0.0001 par value: 200,000,000 shares authorized; 122,479,980 issued
and 121,721,855 outstanding at September 30, 2026; 121,073,328 issued and
120,315,203 outstanding at March 31, 2026

10

10

Additional paid-in capital

975,020

969,062

Treasury stock (758,125 shares at September 30, 2026 and March 31, 2026)

(71)

(71)

Accumulated other comprehensive loss

(53,606)

(51,766)

Accumulated deficit

(724,567)

(721,586)

Total stockholders’ equity

196,886

195,749

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$    844,784

$    841,654

 

Digital Turbine, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

 September 30,

2026

2025

2026

2025

Cash flows from operating activities:

Net income (loss)

$      10,283

$     (21,395)

$      (2,981)

$     (35,499)

Adjustments to reconcile net income (loss) to net cash
provided by operating activities:

 Depreciation and amortization

17,015

14,866

33,820

38,203

 Amortization of debt discount, issuance costs, and exit
 and duration fees

3,086

2,778

4,686

3,932

 Provision for credit losses on accounts receivable

289

54

566

842

 Unrealized (gain) loss on derivatives

(2,193)

2,335

8,606

2,335

 Foreign exchange transaction (gain) loss

88

(1,136)

(593)

(222)

 Stock-based compensation expense

1,981

5,451

4,429

11,718

 Fair value adjustment to non-marketable equity securities

—

—

9,281

—

 Loss on extinguishment of debt

—

9,795

—

9,795

 Non-cash lease expense

908

957

1,777

1,747

 Change in deferred income taxes

(1,052)

(756)

(2,311)

41

 Changes in operating assets and liabilities:

Accounts receivable

(3,652)

(2,284)

(15,880)

(25,201)

Prepaid expenses

1,862

298

1,181

893

Value-added tax receivable

(204)

(475)

1,075

(843)

Other current assets

(155)

(1,422)

(4,767)

(2,149)

Right-of-use asset

—

203

—

62

Other non-current assets

(8)

384

270

675

Accounts payable

(18,328)

(1,269)

(1,708)

(28,208)

Accrued revenue share

10,231

552

12,143

45,045

Accrued compensation

688

3,345

(9,369)

5,457

Other current liabilities

(1,214)

2,936

(2,811)

(3,340)

Other non-current liabilities

(782)

(757)

(712)

(2,035)

Net cash provided by operating activities

18,843

14,460

36,702

23,248

Cash flows from investing activities

Proceeds from sale of assets

—

—

4,700

—

Capital expenditures

(8,889)

(7,770)

(15,568)

(15,386)

Net cash used in investing activities

(8,889)

(7,770)

(10,868)

(15,386)

Cash flows from financing activities

Proceeds from borrowings, net of original issue discount

—

418,700

—

418,700

Payment of original debt discount

—

—

(5,000)

—

Payment of debt issuance costs

—

(10,617)

—

(19,915)

Payment of deferred business acquisition consideration

—

(308)

—

(842)

Repayment of debt obligations

(2,344)

(421,052)

(7,044)

(421,092)

Proceeds from issuance of common stock in connection
with at-the-market offering, net of issuance costs of $420

—

13,573

—

13,573

Payment of withholding taxes for net share settlement of
equity awards

(99)

(157)

(370)

(301)

Proceeds from options exercised

1,032

85

1,313

1,645

Net cash provided by (used in) financing activities

(1,411)

224

(11,101)

(8,232)

Three Months Ended

September 30,

Six Months Ended

 September 30,

2026

2025

2026

2025

Effect of exchange rate changes on cash and cash
equivalents and restricted cash

(129)

(1,762)

(1,073)

(430)

Net change in cash and cash equivalents and restricted cash

8,414

5,152

13,660

(800)

Cash and cash equivalents and restricted cash, beginning of
period

43,206

34,132

37,960

40,084

Cash and cash equivalents and restricted cash, end of period

$      51,620

$      39,284

$      51,620

$      39,284

Reconciliation of cash, cash equivalents, and restricted cash

Cash and cash equivalents

$      51,353

$      38,846

$      51,353

$      38,846

Restricted cash

267

438

$           267

$           438

Total cash, cash equivalents, and restricted cash

$      51,620

$      39,284

$      51,620

$      39,284

Supplemental disclosure of cash flow information

Interest paid(1)

$      11,251

$      13,623

$      22,836

$      22,288

Income taxes paid

$        2,186

$        1,548

$        9,692

$        4,614

Supplemental disclosure of non-cash investing and financing
activities

Assets acquired not yet paid

$           151

$           277

$           151

$           277

Right-of-use assets obtained in exchange for operating
lease liabilities

$             —

$             —

$        1,158

$             —

Stock-based compensation included in capitalized
software development costs

$           283

$           479

$           586

$        1,036

(1) The Company previously reported interest paid as $13,623 for the six months ended September 30, 2025 in error.

 

Net Revenue By Segment

(in thousands)

(Unaudited)

Three Months Ended September 30,

Six Months Ended September 30,

2026

2025

% Change

2026

2025

% Change

On Device Solutions

$     115,604

$      96,464

20 %

$    225,600

$    191,912

18 %

App Growth Platform

63,457

44,685

42

120,053

80,977

48

Elimination

(378)

(772)

(51)

(987)

(1,586)

(38)

Total net revenue

$     178,683

$    140,377

27 %

$    344,666

$    271,303

27 %

 

GAAP  Income (Loss) From Operations to Non-GAAP Gross Profit

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

September 30,

2026

2025

2026

2025

Income from operations

$    20,307

$      6,534

$    41,433

$      1,873

Add-back items:

Product development

9,949

10,979

20,539

21,126

Sales and marketing

14,449

14,446

29,782

28,035

General and administrative

32,694

34,083

65,681

76,992

Non-GAAP gross profit

$    77,399

$    66,042

$  157,435

$  128,026

Non-GAAP gross profit percentage

43 %

47 %

46 %

47 %

GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

September 30,

2026

2025

2026

2025

Net income (loss)

$    10,283

$   (21,395)

$     (2,981)

$   (35,499)

Add-back items:

Stock-based compensation expense

1,981

5,451

4,429

11,718

Amortization of intangibles

8,854

10,410

17,720

23,861

Tax adjustment(1)

5,580

6,802

7,868

6,802

Business transformation costs

—

—

—

31

Severance costs

503

341

659

505

Amortization of debt discount, issuance costs, and exit
and duration fees

3,086

2,778

4,686

3,932

Loss on extinguishment of debt

—

9,795

—

9,795

Non-cash  fair value adjustment of non-marketable
securities

—

—

9,281

—

Gain on the disposition of assets other than in the
ordinary course of business(2)

(4,700)

—

(4,700)

—

Unrealized (gain) loss on derivatives

(2,193)

2,335

8,606

2,335

Non-GAAP adjusted net income

$    23,394

$    16,517

$    45,568

$    23,480

Non-GAAP adjusted net income per common share

$        0.18

$        0.15

$        0.36

$        0.21

Weighted average common shares outstanding, diluted

129,225

113,009

127,918

111,545

(1) Valuation allowance

(2) The Company recognized a gain of $4.7 million in the three months ended September 30, 2026 relating to the sale of its dormant exchange, originally acquired in connection with the AdColony acquisition in 2021.

 

GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

September 30,

2026

2025

2026

2025

Net income (loss)

$      10,283

$     (21,395)

$      (2,981)

$     (35,499)

Add-back items:

Stock-based compensation expense

1,981

5,451

4,429

11,718

Depreciation and amortization

17,015

14,866

33,820

38,203

Interest expense, net

14,214

14,276

27,104

24,230

Other (income) expense, net

(4,755)

1,207

4,339

1,875

Business transformation costs

—

—

—

31

Loss on extinguishment of debt

—

9,795

—

9,795

Foreign exchange transaction gain

88

(1,136)

(593)

(222)

Income tax expense (benefit)

2,670

1,452

4,958

(641)

Severance costs

503

341

659

505

Unrealized loss on derivatives

(2,193)

2,335

8,606

2,335

Non-GAAP adjusted EBITDA

$      39,806

$      27,192

$      80,341

$      52,330

 

GAAP Cash Flow From Operating Activities to Non-GAAP Free Cash Flow

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Six Months Ended

September 30,

2026

2025

2026

2025

Net cash provided by operating activities

$      18,843

$      14,460

$     36,702

$     23,248

Capital expenditures

(8,889)

(7,770)

(15,568)

(15,386)

Severance costs

503

341

659

505

Business transformation costs

—

—

—

31

Non-GAAP free cash flow provided by operations

$      10,457

$        7,031

$     21,793

$       8,398

 

 

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Csquare Reports Third Quarter 2026 Results and Business Highlights

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Delivered 25.6% year-over-year revenue growth to $302.3 million, reflecting sustained demand and continued customer deployments across Csquare’s enterprise infrastructure platform.Achieved record bookings of $66.1 million, marking Csquare’s 14th consecutive quarter of sequential bookings growth across enterprise, network, cloud and higher-density deployments.Entered Q4 with approximately $114 million of contracted annualized revenue backlog, including approximately $104 million expected to commence over the next twelve months.Continued to expand capacity to meet contracted demand, commissioning approximately 12 MW during Q3 and ending the quarter with 428 MW contracted against 397 MW of sellable capacity.Maintained strong customer retention, with quarterly net revenue churn of 1.9% and continued strength in advance customer commitments.Continued disciplined capital deployment, investing $149 million in growth at an average build multiple of approximately 4x and approximately $16 million in recurring capital expenditures.Reported net loss of $88.1 million, primarily reflecting $58.6 million of IPO-related transaction and compensation costs, as well as higher year-over-year interest expense. Net margin for the quarter was (29.2%).Adjusted EBITDA increased 44.3% to $132.1 million, with Adjusted EBITDA margin expanding to 47.8% from 40.5%.Strengthened the balance sheet following the July IPO, using proceeds to repay approximately $1.1 billion of debt.

DALLAS, Nov. 9, 2026 /PRNewswire/ — Csquare, Inc. (NYSE: CSQR) (“Csquare” or the “Company”), a leading provider of carrier-neutral data center solutions, today reported financial results for its fiscal third quarter ended September 30, 2026.

“Our third quarter results demonstrate strong and disciplined execution by our team and continued momentum across the business,” said Spencer Mullee, Chief Executive Officer of Csquare. “We delivered strong revenue growth, record bookings and meaningful operating leverage while continuing to benefit from strong demand for our carrier-neutral digital infrastructure platform.”

“These results reflect the solidity of our recurring revenue model and low net revenue churn, the strength of customer demand across our markets, and the operating leverage inherent in our business as Adjusted EBITDA margin expanded to 47.8% from 40.5% in the prior year period. Following our initial public offering in July, which resulted in $1.1 billion of debt reduction, our business is well positioned to continue executing on our strategy to deliver high-quality digital infrastructure across our urban core-focused portfolio.”

“Demand for our offering remains strong and continues to accelerate. The strength of our platform is resonating in the market across traditional enterprise and higher density deployments as new and existing customers deploy and expand workloads on our platform. We believe our diversified portfolio, disciplined capital allocation strategy, and deep customer relationships position Csquare to continue capitalizing on a strong demand and pricing environment.  We remain focused on targeting high-quality customers, a diverse set of customers spanning multiple industries, and contracts that provide long-term, predictable cash flow.”

Third Quarter 2026 Highlights

Revenues
Third quarter total revenue increased 25.6% year-over-year to $302.3 million, compared to $240.8 million in the prior year period. Growth was driven by continued demand for the Company’s colocation platform, customer deployments across existing and newly acquired facilities, and expansion of recurring infrastructure services. Revenue excluding metered power increased 22.1% to $276.2 million, underscoring the continued strength of the Company’s recurring revenue base and customer expansion activity. 

Commercial Activity
Csquare posted bookings of $66.1 million in the third quarter, representing the Company’s 14th consecutive quarter of sequential bookings growth. The quarter was characterized by continued expansion of the commercial pipeline, strong pricing, and customers increasingly committing capacity further in advance of deployment requirements. Management believes these trends reflect ongoing supply constraints in many markets and growing customer focus on delivery certainty and long-term infrastructure planning.

Bookings were generated across enterprise customers, network providers, cloud-related deployments and higher-density infrastructure requirements. In addition, a significant portion of third-quarter bookings are expected to be deployed on shorter timelines than historical averages due to the utilization of existing capacity and targeted infrastructure upgrades rather than large-scale shell expansion projects.

Net Loss   
Net loss for the third quarter of 2026 was $88.1 million, compared to a net loss of $29.8 million in the third quarter of 2025. The increase in net loss was primarily driven by higher year-over-year interest expense, IPO-related transaction costs, post-IPO stock-based compensation expenses, and costs associated with terminating certain pre-IPO compensation arrangements.

Adjusted EBITDA
Adjusted EBITDA increased 44.3% year-over-year to $132.1 million, compared to $91.6 million in the third quarter of 2025. Adjusted EBITDA margin expanded to 47.8%, compared to 40.5% in the prior-year period, reflecting continued revenue growth, disciplined operating execution, and the inherent operating leverage of the Company’s highly recurring business model.

A reconciliation of Adjusted EBITDA to Net Loss is included in the financial tables accompanying this release. 

2026 Guidance Summary

For the full year 2026, Csquare expects total revenues between $1.14 and $1.16 billion, Adjusted EBITDA between $490 and $500 million, recurring capital expenditures between $50 and $60 million, and non-recurring growth capital expenditures between $620 and $640 million.

Metric

Updated 2026 Outlook

Prior Outlook

Total Revenue

$1,140 – $1,160 million

$1,130 – $1,170 million

Adjusted EBITDA

$490 – $500 million

$460 – $480 million

Recurring Capital Expenditures

$50 – $60 million

$55 – $65 million

Growth Capital Expenditures

$620 – $640 million

$610 – $660 million

The Company does not provide a reconciliation of forward-looking Adjusted EBITDA because certain items that affect the comparable GAAP measure cannot be reasonably provided without unreasonable effort.

Business Highlights

Generated record bookings of $66.1 million, marking the Company’s 14th consecutive quarter of sequential bookings growth and reflecting sustained demand across enterprise, cloud, and network customers.Solid customer retention, with quarterly net revenue churn of 1.9% in line with the prior year period and within management expectations.Expanded contracted power capacity by nearly 47% year-over-year to 428 MW, supported by strategic acquisitions and continued customer deployments. Contracted utilization reached 108%, demonstrating demand that exceeds current sellable capacity and is supported by the Company’s development pipeline and planned capacity expansions.Commissioned approximately 12 MW of additional power capacity vs. prior quarter to increase sellable power to 397 MW as part of the Company’s ongoing focus to invest in attractive, high return capacity expansion projects.Continued investing in long-term growth, deploying $149 million of growth capital expenditures during the quarter while investing an additional $16 million in recurring capital expenditures to maintain and enhance the Company’s core infrastructure platform. 

IPO Highlights
During July 2026, Csquare successfully completed its initial public offering of 50.0 million shares of common stock at a public offering price of $21.00 per share and commenced trading on the New York Stock Exchange under the ticker symbol NYSE: CSQR.

On July 27, 2026, the underwriters exercised their option to purchase an additional 7.499 million shares at the initial public offering price. In aggregate, the offering generated approximately $1.16 billion in net proceeds after underwriting discounts and commissions.

The IPO represents a significant milestone in the Company’s evolution and strengthens its ability to execute its long-term growth strategy. As a public company, Csquare believes it is well positioned to benefit from enhanced access to capital markets, increased visibility among customers and investors, and greater strategic and financial flexibility.

The Company used the net proceeds to repay outstanding indebtedness, significantly reducing leverage and strengthening its balance sheet to support future investment opportunities.

Conference Call and Webcast Information
Csquare will host a conference call to discuss its third quarter 2026 results.
Date: November 9, 2026
Time: 5:00 p.m. ET

Webcast: https://app.webinar.net/BDWvy4K8QLk
A live webcast of the conference call will be available in the Investor Relations section of the Company’s website. A replay of the webcast will be available shortly following the conclusion of the event.

About Csquare
Csquare is a leading North American digital infrastructure platform providing carrier-neutral colocation data centers. The company owns and operates a geographically diverse portfolio of data centers across major metropolitan markets in the United States, Canada and the United Kingdom. Csquare delivers secure, reliable infrastructure solutions to enterprise, network, cloud and technology customers, supporting critical workloads, hybrid cloud environments and AI-enabled applications. Headquartered in Coppell, Texas, Csquare is committed to operational excellence and long-term customer partnerships. Learn more at www.Csquare.com.

Key Business Metrics

Q3 2026

Q3 2025

Contracted Power Capacity (MW)

428 MW

292 MW

Sellable Power Capacity (MW)

397 MW

331 MW

Contracted Power Sold (%)

108 %

88 %

Net Revenue Churn (%)

1.9 %

1.9 %

Bookings (Annualized)

$66.1M

$49.5M

Non-GAAP Financial Measures
This earnings release contains certain non-GAAP financial measures, including Adjusted EBITDA and FFO. Management believes these measures provide useful supplemental information regarding the Company’s operating performance, and underlying business trends.

These measures should not be considered as alternatives to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations to the most directly comparable GAAP measures are included in the accompanying financial tables.

We prepare our financial statements in conformity with U.S. GAAP, though we believe evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to supplement our evaluation of our operations.

We believe that these non-GAAP financial measures, when taken collectively with our U.S. GAAP financial statements, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies. Because of these limitations, our non-GAAP financial measures should not be considered in isolation or as substitutes for net (loss) income, or any other measure calculated in accordance with U.S. GAAP, as applicable, and should be considered together with our GAAP financial measures and the reconciliations to the corresponding GAAP financial measures set forth in this press release.

Adjusted EBITDA
We define Adjusted EBITDA as net (loss) income, excluding (i) income taxes, (ii) interest expense, (iii) depreciation and amortization, (iv) gain on lease modification, (v) loss on extinguishment of debt, (vi) bargain purchase gain, (vii) stock-based compensation, (viii) other income (loss), net, and (ix) transaction and other costs. Transaction and other costs consist primarily of acquisition and integration costs, restructuring costs, costs associated with our initial public offering, and employee bonuses and loan extinguishment expenses directly attributable to specific transactions. The employee bonuses and loan extinguishment costs are recorded within Selling, marketing, general and administrative expenses in our Condensed Consolidated Statements of Operations. Management uses Adjusted EBITDA as a key measure of our operating performance and to assess the results of our business excluding certain items that we believe are not indicative of our core operating results. In addition, we believe Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because Adjusted EBITDA is calculated before recurring cash charges, including interest expense and income taxes, which represent significant recurring cash charges necessary to operate our business, and is not adjusted for capital expenditures or other recurring cash requirements of our business, it should not be considered a measure of liquidity or an indicator of our cash flows and its utility as a measure of our performance is limited. Further, Adjusted EBITDA does not reflect our cash requirements or our ability to generate cash to meet those obligations. Other companies may calculate Adjusted EBITDA differently than we do and, as a result, Adjusted EBITDA may not be comparable to other companies’ Adjusted EBITDA. Accordingly, Adjusted EBITDA should not be viewed in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.

Note: Adjusted EBITDA margin excludes metered power revenue.

Funds from Operations
Management uses FFO, which is a non-GAAP financial measure commonly used in the real estate industry. This measure is used by management to evaluate performance corresponding to the retail colocation data center industry which has similarities to other real estate type companies. FFO is calculated in accordance with the standards approved by the Board of Governors of the National Association of Real Estate Investment Trusts. FFO represents net (loss) income (calculated in accordance with GAAP), excluding, when applicable (i) loss or gain from the disposition of real estate assets, (ii) depreciation and amortization and (iii) impairment write-downs of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Management uses FFO as a supplemental performance measure because, in excluding the items identified in the calculation, it provides a performance measure that, when compared year over year, captures trends in utilization rates, pricing and operating costs. In addition, we believe FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our data centers that result from use or market conditions, or the level of capital expenditures necessary to maintain the operating performance of our data centers, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other companies may calculate FFO differently than we do and, as a result, FFO may not be comparable to other companies’ FFO. Accordingly, FFO should not be considered in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.

Discussion of Non-GAAP Financial Measures

Three Months Ended September 30,

(dollars in thousands)

2026

2025

Adjusted EBITDA

$

132,096

$

91,566

FFO

$

(3,242)

$

33,242

Nine Months Ended September 30,

(dollars in thousands)

2026

2025

Adjusted EBITDA

$

360,697

$

277,290

FFO

$

56,057

$

112,283

Adjusted EBITDA increased by $40.5 million, or 44.3%, to $132.1 million for the three months ended September 30, 2026, compared to $91.6 million for the three months ended September 30, 2025, and increased by $83.4 million, or 30.1%, to $360.7 million for the nine months ended September 30, 2026, compared to $277.3 million for the nine months ended September 30, 2025. This increase reflected continued improvement in operating performance across our platform, driven by growth in recurring colocation and other revenues, the impact of acquired sites, and operating leverage from our cost structure.

Three Months Ended September 30,

(dollars in thousands)

2026

2025

Net loss

$

(88,149)

$

(29,811)

Adjustments:

Interest expense

71,448

59,668

Income tax expense (benefit)

14

(4,556)

Depreciation and amortization

84,907

63,053

Loss on extinguishment of debt

6,833

1,568

Other loss (income), net

(4,791)

(472)

Stock-based compensation

32,116

—

Transaction and other costs

29,718

2,116

Adjusted EBITDA

$

132,096

$

91,566

Nine Months Ended September 30,

(dollars in thousands)

2026

2025

Net loss

$

(202,929)

$

(78,654)

Adjustments:

Interest expense

252,637

165,787

Income tax expense (benefit)

495

(12,213)

Depreciation and amortization

258,986

190,937

Loss on extinguishment of debt

6,833

6,881

Other loss (income), net

762

(2,097)

Gain on lease modification

(40,043)

(51)

Stock-based compensation

32,116

—

Transaction and other costs

51,840

6,700

Adjusted EBITDA

$

360,697

$

277,290

FFO decreased by $36.5 million, or 110%, to negative $3.2 million for the three months ended September 30, 2026, compared to $33.2 million for the three months ended September 30, 2025, and decreased by $56.2 million, or 50%, to $56.1 million for the nine months ended September 30, 2026, compared to $112.3 million for the nine months ended September 30, 2025. This decrease was primarily attributable to an increase in net loss, primarily driven by higher year-over-year interest expense resulting from the assumption of the 2021 ABS Notes in connection with the 2025 Portfolio Acquisition and interest incurred on additional ABS notes issued during the latter part of 2025, as well as from transaction and compensation costs related to our IPO. These impacts were partially offset by improved operating performance driven by growth in recurring revenue and gain on lease modification incurred during the second quarter.

The following table presents the calculation of FFO for the periods presented, with a reconciliation to the most comparable GAAP metric:

Three Months Ended September 30,

(dollars in thousands)

2026

2025

Net loss

$

(88,149)

$

(29,811)

Adjustments:

Depreciation and amortization

84,907

63,053

FFO

$

(3,242)

$

33,242

Nine Months Ended September 30,

(dollars in thousands)

2026

2025

Net loss

$

(202,929)

$

(78,654)

Adjustments:

Depreciation and amortization

258,986

190,937

FFO

$

56,057

$

112,283

Supplemental Financial Information

The following information is presented solely as supplemental financial information to assist investors in evaluating certain components of our financial results and cash requirements. The individual items are not intended to represent, and should not be aggregated or considered, a separate financial performance or liquidity measure:

Three Months Ended September 30,

(dollars in thousands)

2026

2025

Selected supplemental financial information:

Net favorable leasehold interest amortization(1)

$

1,029

$

2,333

Transaction and other costs(2)

29,718

2,116

Stock-based compensation

32,116

—

Amortization of deferred financing costs

10,546

6,992

Loss on extinguishment of debt

6,833

1,568

Deferred income tax loss (benefit)

112

(4,860)

Recurring capital expenditures(3)

(15,762)

(12,916)

Nine Months Ended September 30,

(dollars in thousands)

2026

2025

Selected supplemental financial information:

Net favorable leasehold interest amortization(1)

$

3,054

$

7,006

Transaction and other costs(2)

51,840

6,700

Stock-based compensation

32,116

—

Amortization of deferred financing costs

34,662

18,829

Loss on extinguishment of debt

6,833

6,881

Deferred income tax loss (benefit)

(6,451)

(13,027)

Recurring capital expenditures(3)

(41,009)

(31,364)

(1) Net favorable/unfavorable leasehold interest amortization represents the periodic amortization of favorable and unfavorable lease terms associated with operating leasehold interests acquired in conjunction with business acquisitions. A favorable leasehold interest is recorded when the acquired lease terms are below current market rates. Conversely, an unfavorable leasehold interest is recorded when the acquired lease terms are above current market rates. These amounts are amortized on a straight-line basis over the remaining lease term, including renewal periods that are reasonably certain to be exercised. For operating leases, the favorable and unfavorable lease terms are recognized as a component of operating lease cost and presented within cost of revenues, excluding depreciation and amortization in the Consolidated Statements of Operations.

(2) Transaction and other costs include cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements in connection with the IPO. The cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements totaled $25.3 million and $33.6 million for the three and nine months ended September 30, 2026, respectively, and were recorded within Selling, marketing, general and administrative expenses in our unaudited condensed consolidated statements of operations. No such costs were recorded during the three and nine months ended September 30, 2025.

(3) Recurring capital expenditures represent capital expenditures associated with maintaining and extending the useful lives of data centers and other assets that support current revenues.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectations, beliefs, objectives, plans, strategies, future performance, growth opportunities, market demand, trends in bookings, portfolio optimization, AI inference adoption, embedded expansion opportunities, capital allocation strategy, financial position and other statements that are not historical facts. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “target,” “will,” “would,” and similar expressions.

Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others, changes in general economic conditions; our concentration in certain geographic areas; demand for colocation and connectivity services; competition; the availability of utility power, fiber connectivity and other critical infrastructure; customer demand and retention; our customer concentration; the pace and extent of AI adoption; a long sales cycle for our products and services; the Company’s ability to execute its growth strategy and expansion projects; capital market conditions; regulatory developments; cybersecurity incidents; delays in planned development projects; and the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section of the Company’s Registration Statement on Form S-1.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, Csquare undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

Csquare, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Revenues

$

302,332

$

240,758

$

853,145

$

718,268

Costs and operating expenses:

Cost of revenues, excluding depreciation and amortization

141,995

129,230

411,655

375,368

Selling, marketing, general and administrative

85,622

19,962

146,514

65,610

Depreciation and amortization

84,907

63,053

258,986

190,937

Gain on lease modification

—

—

(40,043)

(51)

Transaction and other costs

4,453

2,116

18,235

6,700

Total costs and operating expenses

316,977

214,361

795,347

638,564

Income (Loss) from operations

(14,645)

26,397

57,798

79,704

Interest expense

(71,448)

(59,668)

(252,637)

(165,787)

Loss on extinguishment of debt

(6,833)

(1,568)

(6,833)

(6,881)

Other income (loss), net

4,791

472

(762)

2,097

Loss before income taxes

(88,135)

(34,367)

(202,434)

(90,867)

Income tax (expense) benefit

(14)

4,556

(495)

12,213

Net loss

$

(88,149)

$

(29,811)

$

(202,929)

$

(78,654)

Net loss per share:

Basic and diluted

$

(0.58)

$

(0.29)

$

(1.70)

$

(0.76)

Weighted average common shares outstanding:

Basic and diluted

151,369

103,887

119,674

103,887

 

Csquare, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

September 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$

34,743

$

140,159

Restricted cash

209,282

263,257

Due from related parties

7,557

144,451

Accounts receivable, net

162,690

90,708

Prepaid assets

12,517

7,013

Other current assets

74,089

73,307

Current assets held for sale

30,165

—

Total current assets

531,043

718,895

Property and equipment, net

4,165,581

3,951,089

Right-of-use assets

301,455

355,237

Goodwill

503,529

541,493

Intangible assets, net

390,881

436,299

Other assets

139,716

91,410

Total assets

$

6,032,205

$

6,094,423

Liabilities and stockholders’/member’s equity (deficit)

Current liabilities:

Accounts payable

$

72,705

$

34,477

Accrued expenses

126,181

128,606

Due to related parties

8,821

—

Contract liabilities, current

111,140

96,358

Operating lease liabilities, current

40,584

41,755

Finance lease liabilities, current

11,384

15,020

Current liabilities held for sale

19,596

—

Total current liabilities

390,411

316,216

Contract liabilities, net of current portion

228,146

122,762

Long-term debt, net of deferred financing costs

3,842,667

4,755,553

Operating lease liabilities, net of current portion

290,511

391,577

Finance lease liabilities, net of current portion

421,842

428,364

Deferred tax liabilities

121,148

165,600

Other liabilities, non-current

40,219

41,097

Total liabilities

5,334,944

6,221,169

Stockholders’/member’s equity (deficit):

Member’s interest

—

1,094,620

Common stock

1,666

—

Additional paid-in capital

2,268,253

—

Accumulated deficit

(1,558,042)

(1,225,641)

Accumulated other comprehensive (loss) income

(14,616)

4,275

Total stockholders’/member’s equity (deficit)

697,261

(126,746)

Total liabilities and stockholders’/member’s equity (deficit)

$

6,032,205

$

6,094,423

 

Csquare, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

2026

2025

Operating activities

Net loss

$

(202,929)

$

(78,654)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

258,986

190,937

Amortization of deferred financing costs

34,662

18,829

Employee loan extinguishment

8,340

—

Stock-based compensation

32,116

—

Loss on extinguishment of debt

6,833

6,881

Deferred income tax benefit

(6,451)

(13,027)

Gain on modification of leases

(40,043)

(51)

Unrealized loss on foreign exchange transactions

8,398

—

Other operating activities

6,135

56

Changes in operating assets and liabilities:

Accounts receivable

(77,791)

16,229

Prepaid and other current assets

(7,409)

2,784

Operating lease right-of-use assets

31,115

39,128

Due to (from) related parties

3,017

262

Other assets

(47,696)

(25,705)

Accounts payable and accrued expenses

5,563

(56,899)

Other long-term liabilities

118,798

46,251

Operating lease liabilities

(28,285)

(28,160)

Net cash provided by operating activities

103,359

118,861

Investing activities

Purchase of property and equipment

(442,576)

(150,809)

Purchase of previously leased property

—

(23,989)

Related party loans and deposits

127,590

(9,138)

Net cash used in investing activities

(314,986)

(183,936)

Financing activities

Proceeds from issuance of common stock, net of underwriting discounts and commissions

1,159,605

—

Borrowings on long term debt, net of discount

—

1,681,488

Repayments on long-term debt

(219,500)

(1,078,024)

Borrowings on revolving credit facility

177,000

322,000

Repayments on revolving credit facility

(911,000)

(217,900)

Repayment of finance lease liabilities

(8,953)

(12,144)

Distributions to members

(130,528)

(250,000)

Contributions from members

266

839

Borrowings – related party

75,000

—

Repayment on borrowings – related party

(75,000)

—

Payment of debt financing cost

(443)

(39,924)

Payment of deferred offering costs

(8,170)

—

Net cash provided by financing activities

58,277

406,335

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

(781)

(189)

Cash, cash equivalents and restricted cash

Net change in cash, cash equivalents and restricted cash

$

(154,131)

$

341,071

Balance, beginning of period

403,416

120,587

Balance, end of period

$

249,285

$

461,658

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance
sheets

Cash and cash equivalents

$

34,743

$

315,546

Restricted cash

209,282

146,112

Long-term restricted cash held within other assets

5,260

—

Total cash and cash equivalents and restricted cash

$

249,285

$

461,658

Supplemental disclosure of cash flow information:

Taxes paid

$

5,058

$

1,740

Interest paid

$

219,762

$

154,130

 

Csquare, Inc.

Disaggregation of Revenues

(in thousands)

Revenues

Three Months Ended September 30,

(dollars in thousands)

2026

2025

$ Change

%
Change

Colocation

$

227,038

$

179,242

$

47,796

26.7

%

Interconnection

24,286

26,117

(1,831)

(7.0)

%

Other

12,724

8,635

4,089

47.4

%

Recurring revenues

264,048

213,994

50,054

23.4

%

Non-recurring revenues

12,158

12,306

(148)

(1.2)

%

Metered power revenues

26,126

14,458

11,668

80.7

%

Total revenues

$

302,332

$

240,758

$

61,574

25.6

%

Nine Months Ended September 30,

(dollars in thousands)

2026

2025

$ Change

%
Change

Colocation

$

640,996

$

533,800

$

107,196

20.1

%

Interconnection

73,899

80,151

(6,252)

(7.8)

%

Other

38,327

31,133

7,194

23.1

%

Recurring revenues

753,222

645,084

108,138

16.8

%

Non-recurring revenues

31,859

33,311

(1,452)

(4.4)

%

Metered power revenues

68,064

39,873

28,191

70.7

%

Total revenues

$

853,145

$

718,268

$

134,877

18.8

%

 

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American Public Education Reports Third Quarter 2026 Financial Results

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~ Third Quarter Revenue, Net Income, EPS and Adjusted EBITDA All Exceed Guidance ~

 ~ Raises Full Year 2026 Guidance Across All Key Metrics ~

CHARLES TOWN, W.Va., Nov. 9, 2026 /PRNewswire/ — American Public Education, Inc. (the “Company”) (Nasdaq: APEI), a company that transforms lives, advances careers and improves communities by providing online and campus-based postsecondary education to approximately 106,600 students, has reported financial and operational results for the third quarter ended September 30, 2026.

“We exceeded our guidance for third quarter revenue, net income, adjusted EBITDA and diluted earnings per share. These results reflect continued growth in Health+ driven primarily by campus and online healthcare enrollments and pricing. The third quarter was also our first partially operating as a single Higher Learning Commission-accredited institution, American Public University System, following completion of our institutional combination in early August,” said Angela Selden, President and Chief Executive Officer.

Selden concluded, “With the institutional combination largely behind us, we remain focused on executing our long-range plan and accelerating our momentum in Health+ and Military+.”

Key Third Quarter 2026 Highlights (as Compared to Third Quarter 2025)

Consolidated revenue of $169.1 million, a 3.6% year-over-year increase, compared to $163.2 million.Excluding revenue from Graduate School USA (GSUSA), which was sold in July 2025, consolidated revenue would have increased 4.2% when compared to the prior period.Consolidated revenue also reflects a shift of approximately $6.0 million of revenue into the fourth quarter of 2026 due to Military+ registration timing.Health+ segment revenue growth of 9.0% year-over-year to $86.4 million, primarily driven by increased healthcare enrollments, which were supported by the continued success of the Fill the Back Row campus enrollment initiative, and modest tuition increases implemented in the second half of 2025. Military+ segment revenue decreased 0.5% year-over-year to $82.7 million, primarily reflecting the revenue shift into the fourth quarter of 2026 due to registration timing.Net income available to common stockholders increased 6.0% to $5.9 million, compared to $5.6 million.Adjusted EBITDA was $17.5 million, compared to $20.7 million, reflecting the revenue shift into the fourth quarter, a $5.7 million increase in selling and promotional expense, which supported registration and enrollment growth, and investments in marketing optimization and integration.Net income per diluted common share increased 6.7% to $0.32, compared to $0.30.Cash flows from operations were $11.8 million, compared to $21.7 million, reflecting what we believe to be a temporary implementation matter related to Title IV disbursements following the institutional combination.

Balance Sheet and Liquidity

Total cash, cash equivalents, restricted cash and short-term investments were $216.4 million at September 30, 2026, compared to $176.5 million at December 31, 2025, representing an increase of $39.9 million, or 22.6%.

Repurchase Program

As previously announced, on March 10, 2026, the Company’s Board of Directors approved a common stock repurchase program of up to $50 million in the aggregate. During the three and nine months ended September 30, 2026, the Company repurchased 186,032 and 274,237 shares of common stock, respectively. Weighted average diluted shares outstanding decreased to 18.7 million for the three months ended September 30, 2026, compared to 18.8 million for the same period last year.

Registrations and Enrollment 

Q3 2026

Q3 2025

% Change 

Military+ 1

For the three months ended September 30,

Net Course Registrations          

103,800

100,000

3.8 %

Health+ 2

For the three months ended September 30,

Total Student Enrollment                        

19,100

18,600

2.5 %

1.

Military+ Net Course Registrations represents the approximate aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty. Excludes students in doctoral programs.

2.

Health+ Total Student Enrollment represents students in an active status as of the full-term census or billing date.

Fourth Quarter and Full Year 2026 Outlook

The following statements are based on APEI’s current expectations. These statements are forward-looking and actual results may differ materially. APEI undertakes no obligation to update publicly any forward-looking statements for any reason unless required by law. Refer to APEI’s earnings conference call and presentation for further details. 

In millions, except enrollment, net
registrations and per share data

Fourth Quarter 2026

Fourth Quarter 2025

Military+ Net Registrations

100,000 to 105,000; +21.7% to 27.7% y/y

82,200

Health+ Enrollment

20,100; +1.0% y/y

19,900

Revenue

$179.4 – $185.4

$158.3

Net Income Available to Common Stockholders*

$15.2 – $19.8

$12.6

Adjusted EBITDA

$30.6 – $37.6

$28.7

Diluted Earnings per Share*

$0.81 – $1.07

$0.67

In millions, except per share data

Full Year 2026

Full Year 2025

Revenue

$695.0 – $701.0

$648.9

Includes $8.0 of GSUSA Revenue

Net Income Available to Common Stockholders*

$48.5 – $53.2

$25.3

Adjusted EBITDA

$98.0 – $105.0

$85.7

Diluted Earnings per Share*

$2.59 – $2.84

$1.36

Capital Expenditures

$23.0 – $26.0

$15.9

*Net Income Available to Stockholders and Diluted Earnings per Share guidance does not include any potential impact from non-recurring strategic initiative costs.

Third Quarter 2026 Earnings Call

The Company will hold a conference call on Monday, November 9, 2026, at 5:00 PM Eastern Time to discuss its financial results for the third quarter ended September 30, 2026.

Date: Monday, November 9, 2026
Time: 5:00 PM Eastern Time (2:00 PM Pacific Time)
USA – Toll-Free Dial-in: 1 833-461-5787
International: 1 585-542-9983
Conference ID: 619 738 671
Webcast: 3Q26 Webcast Link

The Company will also provide a link on its website at https://www.apei.com/overview/default.aspx for those who wish to stream the call via webcast. If dialing in, please call the conference telephone number 5 to 10 minutes prior to the start time.

A replay of the conference call will also be available through the Company’s website through November 9, 2027.

Non-GAAP Financial Measures

This press release contains the non-GAAP financial measures of EBITDA (earnings before interest, taxes, depreciation, and amortization), adjusted EBITDA (EBITDA less non-cash expenses such as stock compensation and non-recurring expenses), adjusted EBITDA margin, segment EBITDA, and segment EBITDA margin. APEI believes that the use of these measures is useful because they allow investors to better evaluate APEI’s operating profit and cash generation capabilities.

Adjusted EBITDA for the three months ended September 30, 2026, and 2025, excludes stock compensation, loss on disposals of long-lived assets, severance, other professional fees, and in the three months ended September 30, 2025, loss on sale of subsidiary and loss on leases.

These non-GAAP measures should not be considered in isolation or as an alternative to measures determined in accordance with generally accepted accounting principles in the United States (GAAP). The principal limitation of our non-GAAP measures is that they exclude expenses that are required by GAAP to be recorded. In addition, non-GAAP measures are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are excluded.

APEI is presenting EBITDA and adjusted EBITDA in connection with its GAAP results and urges investors to review the reconciliation of EBITDA and adjusted EBITDA to the comparable GAAP financial measures that are included in the tables following this press release (under the captions “GAAP Net Income to Adjusted EBITDA” “GAAP Outlook Net Income to Outlook Adjusted EBITDA”, and “Education Unit Profile – Segment Summary”) and not to rely on any single financial measure to evaluate its business.

About American Public Education

American Public Education, Inc. (Nasdaq: APEI), through American Public University System (the “System”) empowers students through education to transform lives, advance careers, and serve their communities locally and globally. With approximately 106,600 students and over 250,0001 alumni worldwide, the System includes four academic units: American Military University (AMU), American Public University (APU), Rasmussen University (RU), and Hondros College of Nursing (HCN). The System is accredited by the Higher Learning Commission, an institutional accreditation agency recognized by the U.S. Department of Education. The System is a wholly owned subsidiary of American Public Education, Inc. (Nasdaq: APEI).

1As of September 30, 2026.

The System, including AMU, APU, RU, and HCN, is not affiliated with the U.S. Military or American University.

Forward Looking Statements

Statements made in this press release regarding American Public Education, Inc. (“APEI” or the “Company”) that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. Forward-looking statements include, without limitation, statements regarding expectations for growth, registration, enrollments, demand, revenues, net income, earnings per share, EBITDA, adjusted EBITDA, adjusted EBITDA margin, the growth and profitability of APEI, and related growth strategies, and plans with respect to and future impacts of recent, current and future initiatives, including the recently completed institutional combination and the expected benefits and future impacts thereof.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: APEI’s failure to comply with, or adverse actions relating to, regulatory and accrediting agency requirements, including the “90/10 Rule”, and to maintain institutional accreditation and the impacts of any actions APEI may take to prevent or correct such failure; changes in the post-secondary education regulatory environment as a result of U.S. federal elections, including any changes by or as a result of actions of the current administration to the operations of the Department of Education or changes to or the elimination or implementation of laws, regulations, standards, policies, and practices; potential or actual government shutdowns and uncertainties in the estimated impacts of any such shutdowns on APEI and Military+ and its prospective and current students, and APEI’s inability to mitigate these impacts; government budget and federal workforce uncertainty; the institutional combination; APEI’s dependence on the effectiveness of its ability to attract students who persist in its institutions’ programs; changing market demands; declines in enrollments at APEI’s subsidiaries; APEI’s inability to effectively market its institutions’ programs; APEI’s inability to maintain strong relationships with the military and maintain course registrations and enrollments from military students; the loss or disruption of APEI’s ability to receive funds under Title IV or TA programs, including the delays in the Department of Education’s implementation of systems changes to reflect the institutional combination, which affected the timing of Title IV financial aid processing, or the reduction, elimination, or suspension of federal funds; adverse effects of changes APEI makes to improve the student experience and enhance the ability to identify and enroll students who are likely to succeed; APEI’s need to successfully adjust to future market demands by updating existing programs and developing new programs; APEI’s loss of eligibility to participate in Title IV programs or ability to process Title IV financial aid; economic and market conditions and changes in interest rates; difficulties involving acquisitions; APEI’s indebtedness, including the refinancing thereof; APEI’s dependence on and the need to continue to invest in its technology infrastructure, including with respect to third-party vendors; the inability to recognize the intended benefits of APEI’s cost savings and reduction and revenue generating efforts; APEI’s ability to manage and limit its exposure to bad debt; and the various risks described in the “Risk Factors” section and elsewhere in APEI’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings with the SEC. You should not place undue reliance on any forward-looking statements. APEI undertakes no obligation to update publicly any forward-looking statements for any reason, unless required by law, even if new information becomes available or other events occur in the future.

Company Contact
Frank Tutalo
Director, Public Relations
American Public Education, Inc.
ftutalo@apei.com 

Investor Relations
Shannon Devine
MZ North America
Direct: 203-741-8811
APEI@mzgroup.us

American Public Education Inc.

Consolidated Statement of Income

(In thousands, except per share data)

Three Months Ended

September 30,

2026

2025

(unaudited)

Revenue

$

169,143

$

163,215

Costs and expenses:

Instructional costs and services

74,942

74,698

Selling and promotional

41,816

36,139

General and administrative

39,315

34,689

Depreciation and amortization

3,969

3,946

Loss on assets held for sale

498

–

Loss on sale of subsidiary

–

3,877

Loss on leases

–

77

Loss on disposals of long-lived assets

688

92

    Total costs and expenses

161,228

153,518

Income from operations before

interest and income taxes

7,915

9,697

Interest income (expense), net

459

(1,069)

Income before income taxes

8,374

8,628

Income tax expense

2,482

3,068

Net income

$

5,892

$

5,560

Preferred stock dividends

–

–

Loss on redemption of preferred stock

–

–

Net income available to common stockholders

$

5,892

$

5,560

Income (loss) per common share:

Basic

$

0.32

$

0.31

Diluted

$

0.32

$

0.30

 Weighted average number of common shares:

     Basic

18,283

18,070

Diluted

18,685

18,755

Three Months Ended

Segment Information:

September 30,

2026

2025

Revenue:

Military+ Segment

$

82,727

$

83,137

Health+ Segment

$

86,432

$

79,270

  Corporate and other1

$

(16)

$

808

Income (loss) from operations before

interest and income taxes:

Military+ Segment

$

21,400

$

25,280

Health+ Segment

$

(1,938)

$

(2,113)

Corporate and other

$

(11,547)

$

(13,470)

Nine Months Ended

September 30,

2026

2025

(unaudited)

Revenue

$

515,612

$

490,532

Costs and expenses:

Instructional costs and services

226,212

228,065

Selling and promotional

119,798

106,392

General and administrative

113,097

109,243

Depreciation and amortization

12,076

12,026

Loss on sale of subsidiary

–

3,877

Loss on assets held for sale

498

1,527

Loss on leases

–

77

Loss on disposals of long-lived assets

847

357

    Total costs and expenses

472,528

461,564

Income from operations before

interest and income taxes

43,084

28,968

Loss on extinguishment of debt

(1,672)

–

Interest income (expense), net

368

(3,064)

Income before income taxes

41,780

25,904

Income tax expense

8,384

6,955

Net income

$

33,396

$

18,949

Preferred stock dividends

–

2,751

Loss on redemption of preferred stock

–

3,501

Net income available to common stockholders

$

33,396

$

12,697

Income per common share:

Basic

$

1.82

$

0.71

Diluted

$

1.78

$

0.68

Weighted average number of

   common shares:

Basic

18,309

17,982

Diluted

18,766

18,596

Nine Months Ended

Segment Information:

September 30,

2026

2025

Revenue:

Military+ Segment

$

257,708

$

248,814

Health+ Segment

$

258,004

$

233,852

  Corporate and other1

$

(100)

$

7,866

Income (loss) from operations before

interest and income taxes:

Military+ Segment

$

75,841

$

70,848

Health+ Segment

$

(1,113)

$

(5,309)

  Corporate and other

$

(31,644)

$

(36,571)

1. Corporate and Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by employees of one segment at other segments.

American Public Education, Inc.

Consolidated Balance Sheet

(In thousands)

As of September 30, 2026

As of December 31, 2025

ASSETS

(Unaudited)

Current assets:

Cash, cash equivalents, and restricted cash

$

124,972

$

176,499

Short-term investments

91,455

–

 Accounts receivable, net of allowance of    $23,984 in 2026 and $21,113 in 2025

51,684

65,662

Prepaid expenses

17,217

14,197

Income tax receivable

5,235

3,458

Assets held for sale

647

Total current assets

291,210

259,816

Property and equipment, net

71,710

70,598

Operating lease assets, net

55,286

57,686

Deferred income taxes

36,279

39,176

Intangible assets, net

28,221

28,221

Goodwill

59,593

59,593

Other assets, net

6,168

6,328

Total assets

$

548,467

$

521,418

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

7,662

$

4,822

Accrued compensation and benefits

27,995

22,463

Accrued liabilities

16,839

13,375

Deferred revenue and student deposits

30,746

23,016

Lease liabilities, current

10,698

11,374

Long-term debt, current

6,188

–

Total current liabilities

100,128

75,050

Lease liabilities, long-term

56,116

56,921

Long-term debt, net

80,054

94,665

Total liabilities

$

236,298

$

226,636

Stockholders’ equity:

Common stock, $.01 par value; 100,000,000 shares authorized;
18,224,194 issued and outstanding in 2026; 18,125,860 issued
and outstanding in 2025

182

181

Additional paid-in capital

309,119

311,119

Accumulated other comprehensive loss

(26)

(18)

Retained earnings (accumulated deficit)

2,894

(16,500)

Total stockholders’ equity

312,169

294,782

Total liabilities and stockholders’ equity

$

548,467

$

521,418

GAAP Net Income to Adjusted EBITDA:
The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2026

2025

2026

2025

Net income available to common stockholders

$

5,892

$

5,560

$

33,396

$

12,697

Preferred dividends

–

–

–

2,751

Loss on redemption of preferred stock

–

–

–

3,501

Net income

$

5,892

$

5,560

$

33,396

$

18,949

Income tax expense

2,482

3,068

8,384

6,955

Interest (income) expense, net

(459)

1,069

(368)

3,064

Loss on extinguishment of debt

–

–

1,672

–

Depreciation and amortization

3,969

3,946

12,076

12,026

EBITDA

11,884

13,643

55,160

40,994

Loss on assets held for sale

498

–

498

1,527

Loss on leases

–

77

–

77

Loss on sale of subsidiary

–

3,362

–

3,362

Other professional fees

887

801

2,768

3,505

Stock compensation

2,089

1,634

6,648

6,135

Loss on disposals of long-lived assets

688

92

847

357

Severance

1,477

1,083

1,477

1,083

Adjusted EBITDA

$

17,523

$

20,692

$

67,398

$

57,040

 

Segment Summary

($ in millions)

3Q26

3Q25

Military+

Revenue

$                       82.7

$                       83.1

Operating Income1

21.4

25.3

+ Depreciation and Amortization

1.2

0.9

EBITDA

$                       22.6

$                       26.2

EBITDA Margin

27 %

32 %

Health+

Revenue

$                       86.4

$                       79.3

Operating Income1

(1.9)

(2.1)

+ Depreciation and Amortization

2.4

2.6

EBITDA

$                         0.5

$                         0.5

EBITDA Margin

1 %

1 %

Graduate School USA

Revenue

$                            –

$                         0.8

Operating Income1

–

(0.9)

+ Depreciation and Amortization

–

0.1

EBITDA

$                            –

$                        (0.8)

Corporate 3

Operating Income1

$                     (11.5)

$                     (12.6)

+ Depreciation and Amortization

0.4

0.4

EBITDA

$                     (11.1)

$                     (12.2)

American Public Education, Inc.

Consolidated Revenue

$                     169.1

$                     163.2

Operating Income

7.9

9.7

Net income available to common stockholders

5.9

5.6

Margin

5 %

6 %

+Depreciation and Amortization

4.0

3.9

Consolidated EBITDA

11.9

13.6

+ Adjustments 2

5.6

7.1

Consolidated Adjusted EBITDA

$                       17.5

$                       20.7

Adjusted EBITDA Margin

10 %

13 %

1

Operating Income reflects income (loss) from operations before interest and income taxes, as reflected in our Q3 2026 Form 10-Q.                                         

2

Adjustments include stock compensation expense, loss on disposals of long-lived assets, loss on assets held for sale, severance and other professional fees and in the three months ended September 30, 2025 only, loss on sale of subsidiary and loss on leases.                                         

3

Corporate results include unallocated corporate activity and eliminations.       

GAAP Net Income to Adjusted EBITDA:
The following table sets forth the reconciliation of the Company’s outlook GAAP net income to the calculation of outlook adjusted EBITDA for the three and twelve months ending December 31, 2026:             

Three Months Ending

Twelve Months Ending

December 31, 2026

December 31, 2026

(in thousands)

Low

High

Low

High

Net Income

$

15,153

$

19,808

$       48,549

$    53,204

Income tax expense

7,634

9,979

16,018

18,363

Interest income, net

(300)

(300)

(668)

(668)

Loss on extinguishment of debt

–

–

1,672

1,672

Depreciation and amortization

4,820

4,820

16,896

16,896

EBITDA

27,307

34,307

82,467

89,467

Stock compensation

2,000

2,000

8,648

8,648

Other professional fees

450

450

3,218

3,218

Severance

845

845

2,322

2,322

Other1

–

–

1,345

1,345

Adjusted EBITDA

$

30,602

$

37,602

$          98,000

$    105,000

1.

Includes losses on assets held for sale and disposals of long-lived assets.

 

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SOURCE American Public Education, Inc.

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