UNITED STATES
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CURRENT REPORT
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Item 2.02 - Results of Operations and Financial Condition
Item 7.01 - Regulation FD Disclosure
On November 12, 2026, Accelevation Holdings Corp., a Delaware corporation (the “Company”), issued a press release
announcing the Company’s financial results for the quarter ended September 30, 2026. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.
The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
ACCELEVATION HOLDINGS CORP. | ||
Date: November 12, 2026 | ||
By: | /s/ Kenneth Krause | |
Name: | Kenneth Krause | |
Title: | Chief Financial Officer | |
1
FOR IMMEDIATE RELEASE
Accelevation Holdings Corp. Reports Strong Third Quarter 2026 with Revenue Growth of
66%, Bookings Growth of over 350%, and Robust Cash Generation
November 12, 2026
Third Quarter 2026 Business Highlights
•Revenue grew 65.9% year over year to $202.2 million.
•Bookings of $768.9 million, an increase of 364% year over year.
•Backlog of $1.7 billion, an increase of 329% and 51.0% over prior year and prior quarter,
respectively.
•Book-to-bill ratio of 3.8x.
•Net income was $3.2 million, a decline of $10.5 million; net income margin was 1.6%.
•Adjusted net income* was $20.9 million, a decline of 7.0%.
•Adjusted EBITDA* increased by $8.9 million to $37.7 million; Adjusted EBITDA margin* was 18.7%.
•Operating cash flow increased to $62.5 million from an outflow of $0.6 million in the prior year.
•Subsequent to quarter end, the Company entered into a new $650 million senior secured credit
agreement with significant pricing improvement.
Full Year 2026 Guidance**
•Revenue in the range of $905-$915 million, representing 103% year-over-year growth at the
midpoint.
•Adjusted EBITDA** of $155-$165 million, representing 76% year-over-year growth at the midpoint.
*Amounts are non-GAAP financial measures. See the schedules below for a discussion of non-GAAP financial
metrics including a reconciliation to the most directly comparable GAAP measure.
**The Company has not provided a reconciliation of Adjusted EBITDA guidance to net income, the most directly
comparable GAAP measure, because certain items that are excluded from the non-GAAP financial measure, such as
depreciation expense and other expenses, cannot be reasonably predicted or estimated at this time without
unreasonable effort. Such items could have a material impact on reported results.
MIAMISBURG, Ohio, November 12, 2026 /PRNewswire/ -- Accelevation, Inc. (NASDAQ: ACCV)
("Accelevation" or the "Company"), a leading designer, manufacturer and installer of customized
structural, electrical and mechanical systems for mission-critical infrastructure, reported financial results
for the third quarter ended September 30, 2026.
Management Commentary
“At Accelevation, we design, manufacture, and install mission-critical infrastructure for customers who rely
on our speed and certainty of delivery, and our third quarter results reflect the strength of our operating
model and underlying markets,” said Michael Rubiera, Co-Founder and Chief Executive Officer of
Accelevation. "We are pleased with our first reported quarter as a public company. Our end markets are
accelerating, demand for our products is robust, and our ability to deliver customized solutions at scale for
our customers is driving strong market share gains and growth in our business. Our backlog, order pace,
and focus on productivity position us well to deliver strong results in the fourth quarter and beyond.”
“Our performance in the third quarter demonstrated the benefits of several strategic decisions we made
previously to position Accelevation for where the industry is headed,” Michael Rubiera continued. “Our
market is accelerating and we are seeing a shift toward modular, factory-built infrastructure. Based upon
the strong demand from our customers, we continue to make investments in scaling our modular
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capabilities while also broadening our power product offering. We are expanding our addressable market
through product innovation, diversifying our customer base, and growing our business with existing blue-
chip customers to drive sustained, profitable growth.”
“We delivered strong growth, profitability, and cash generation in the quarter,” said Ken Krause, Chief
Financial Officer of Accelevation. “Revenue increased more than 60%, bookings grew more than 350%,
backlog rose to approximately $1.7 billion, and Adjusted EBITDA margins approached 19% following a
weaker first half. Strong demand for our solutions continues to drive significant growth, while our focus on
execution translated into improved margins. Operating cash flow increased significantly to over $62
million, representing cash conversion well in excess of 100% of net income for the quarter.”
“Following quarter end, we used the primary proceeds from our IPO to reduce debt and closed $650
million in new credit facilities with improved pricing while significantly decreasing our pro forma net
leverage following the IPO,” Mr. Krause continued. “We believe our balance sheet is well positioned, with
our new credit facilities providing ample capacity. Our reduced leverage post-IPO and enhanced financial
flexibility allow us to continue investing in the business to support strong and growing demand across our
end markets.”
“As we introduce full-year 2026 guidance today we are well positioned to continue delivering robust
growth, an improving margin profile, and strong cash flow as we start the fourth quarter and look further
out into 2027,” concluded Mr. Krause.
Three and Nine Months Ended Financial Highlights
(in millions, except per share) | 3Q 2026 | 3Q 2025 | % Chg | 9M 2026 | 9M 2025 | % Chg | ||
GAAP Results | ||||||||
Revenues | $202.2 | $121.9 | 65.9% | $639.7 | $280.5 | 128.0% | ||
Gross profit | $59.2 | $42.1 | 40.4% | $175.3 | $90.4 | 93.9% | ||
Operating income | $18.2 | $18.1 | 0.7% | $53.5 | $21.5 | 148.4% | ||
Selling, general and administrative expenses ("SG&A") | $26.6 | $15.8 | 68.5% | $81.2 | $44.4 | 83.1% | ||
SG&A Margin | 10.9% | 12.0% | (116) bps | 10.1% | 12.4% | 175 bps | ||
Net income | $3.2 | $13.6 | (76.9)% | $22.5 | $4.9 | 355.5% | ||
Net income margin | 1.6% | 11.2% | (964) bps | 3.5% | 1.8% | 175 bps | ||
Net cash from operating activities | $62.5 | $(0.6) | nm | $58.3 | $(5.6) | nm | ||
Non-GAAP Results and Key Metrics | ||||||||
Adjusted SG&A(1) | $22.0 | $14.7 | 49.9% | $64.5 | $34.8 | 85.5% | ||
Adjusted SG&A Margin(1) | 10.9% | 12.0% | (116) bps | 10.1% | 12.4% | (231) bps | ||
Adjusted EBITDA(1) | $37.7 | $28.9 | 30.8% | $106.1 | $55.7 | 90.6% | ||
Adjusted EBITDA margin(1) | 18.7% | 23.7% | (502) bps | 16.6% | 19.8% | (325) bps | ||
Adjusted Net Income(1) | $20.9 | $22.5 | (7.0)% | $71.0 | $37.3 | 90.2% | ||
Adjusted Net Income margin(1) | 10.3% | 18.5% | (811) bps | 11.1% | 13.3% | (221) bps | ||
Free cash flow(1) | $55.0 | $(3.3) | nm | $39.2 | $(14.0) | nm | ||
(1)Amounts are non-GAAP financial measures or key performance metrics. See the appendix to this release for a discussion of
non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure and definitions.
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Financial Outlook for Fiscal Year 2026
(in millions, except per share) | Outlook | YoY Growth |
Revenues | $905 to $915 | 102%-104% |
Adjusted EBITDA** | $155 to $165 | 71%-82% |
Guidance is based on information as of today, November 12, 2026, and may be impacted by factors
outside the Company's control. See "Forward Looking Statements."
Initial Public Offering
On October 1, 2026, after the end of the third quarter, Accelevation completed its initial public offering of
30,000,000 shares of Class A common stock at a public offering price of $18.00 per share. The offering
consisted of 10,000,000 shares sold by Accelevation and 20,000,000 shares sold by certain selling
stockholders affiliated with Olympus Partners. Accelevation’s Class A common stock began trading on the
Nasdaq Global Select Market under the ticker symbol “ACCV” on September 30, 2026.
Accelevation received net proceeds of approximately $170.6 million after deducting underwriting
discounts and commissions and estimated offering expenses. It used the net proceeds to purchase newly
issued units of Accelevation Holdings LLC. Accelevation Holdings LLC applied those proceeds to repay
outstanding indebtedness. Accelevation did not receive any proceeds from the sale of shares by the
selling stockholders.
In connection with the initial public offering, Accelevation entered into new senior secured credit facilities
consisting of a $400 million revolving credit facility and a $250 million Term Loan A. Because the offering
closed after quarter end, third quarter financial results do not reflect the offering or the related
transactions.
Conference Call and Webcast
Accelevation will host a conference call on Friday, November 13, 2026 at 8:30 a.m. Eastern Time to
discuss its third quarter results. A link to the webcast of the live conference call will be available on the
Investor Relations section of the Company's website at https://investors.accelevation.com. A replay of the
conference call will be available for one year following the webcast.
About Accelevation Holdings Corp.
Accelevation is a leading designer, manufacturer and installer of customized structural, electrical and
mechanical systems for mission-critical infrastructure. Its vertically integrated model combines U.S.-based
manufacturing and nationwide field service capabilities to move customers faster from design through
deployment with innovative, factory-built solutions engineered for speed, scalability and certainty.
Accelevation solves complex needs at scale while investing in its communities, growing the skilled trades
and creating opportunities for people to build lasting careers and share in the value they create.
Forward-Looking Statements
This press release and the related conference call contain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements give the Company’s current expectations and
projections relating to its financial condition, results of operations, plans, objectives, future performance
and business. You can identify forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,”
“project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms
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of similar meaning in connection with any discussion of the timing or nature of future operating or financial
performance or other events. Forward-looking statements include all statements that are not historical
facts, including our guidance, the conversion of our backlog into revenue, demand in our end markets and
for our products, increases in market share, our capabilities to satisfy demand, continued investment in
our business, including capacity expansion and our modular and power product offerings, the
diversification of our customer base and expansion of our addressable market, our estimated and
projected costs, expenditures, cash flows, growth rates and margin improvements, our future leverage,
the expected benefits from the entry into the new facilities, our plans and objectives for future operations
and the execution of our growth strategy and long-term strategic priorities.
There is no assurance that any forward-looking statements will materialize. All forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ materially from those that we
expected, including: a reduction in demand or slowdown in the growth of drivers of data center demand;
changes in data center industry dynamics, including increased siting constraints or community opposition;
negative publicity about us or our industry; our dependence on a limited number of large-scale data
center customers; our dependence on a concentrated base of hyperscale and colocation customers; our
backlog being subject to unexpected adjustments and cancellations; our ability to compete effectively on
speed-to-capacity, on-time delivery, customization, integration and price against intense and increasing
competition; our failure to anticipate and adapt to rapid changes in data center technologies and
architectures; our failure to secure new contracts; our ability to identify, integrate and realize the expected
benefits of acquisitions; limitations on our indemnification rights in acquisition agreements; the success of
our cost management strategies, vertically integrated operating model and modular infrastructure
platform; extended sales cycles and irregular customer ordering patterns; our exposure to cost overruns
and schedule penalties under fixed-price or committed-schedule arrangements; our dependence on the
continued service of our founders and key leaders and our ability to recruit and retain skilled engineers,
technicians and electricians; our ability to scale operations rapidly, including investment in workforce
development, operating infrastructure and cross-functional coordination; any equipment failure, capacity
constraints, labor availability and safety incidents, including physical hazards inherent to our industry;
shortages, quality issues, price increases, transportation disruptions or government trade actions affecting
raw materials and components in our supply chain; our reliance on contractors and subcontractors to
supplement our own capabilities and to conduct aspects of our business; an economic downturn, tighter
financing conditions or pricing challenges; geopolitical developments, trade policy shifts and
macroeconomic volatility, including commodity price volatility; seasonal variations in operations and
demand that affect construction activity; business disruption, natural disasters, public health events or
other catastrophic events; our failure to adequately protect our intellectual property and other proprietary
rights; claims alleging infringement, misappropriation or violation of third-party intellectual property rights;
our failure to obtain or maintain sufficient insurance at acceptable cost; changes in laws, regulations and
standards applicable to our business; disruption in our customers’ markets from future AI-related
legislation and regulation and the impact it may have on demand for our products and services; product
defects, installation errors or performance shortfalls resulting in warranty claims, reputational harm and
liability; potential legal proceedings and disputes arising from our operations; misconduct or
noncompliance by employees or subcontractors; our ability to comply with environmental, health and
safety laws in our manufacturing facilities and at customer sites; our indebtedness and financing needs
and the limitations our existing Credit Agreement imposes, and any future credit agreements may impose,
on us; our inability to remediate our material weaknesses, or our failure to develop and maintain effective
internal control over financial reporting; cybersecurity incidents or data privacy breaches; risks and
uncertainties related to the development and use of AI, which may present business, compliance and
reputational risks; and other factors set forth in our filings with the U.S. Securities and Exchange
Commission.
You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations
only as of the date of this press release and related conference call. Except as required by applicable law,
the Company undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.
Contacts
Investor Relations Contact:
5
Larry De Maria, CFA
ir@accelevation.com
+1 (937) 560-1133
Media Contact:
Chandler Martin
media@accelevation.com
+1 (937) 802-2931
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APPENDIX: FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
Revenue | $202,224 | $121,888 | $639,675 | $280,518 | ||||
Cost of goods sold | 143,063 | 79,755 | 464,364 | 190,091 | ||||
Gross profit | 59,161 | 42,133 | 175,311 | 90,427 | ||||
Operating expenses: | ||||||||
Selling, general and administrative expenses | 26,561 | 15,766 | 81,206 | 44,350 | ||||
Amortization of intangible assets | 13,765 | 8,040 | 31,136 | 23,800 | ||||
Related party expenses | 640 | 256 | 7,378 | 756 | ||||
Impairment on assets held for sale | — | — | 2,128 | — | ||||
Total operating expenses | 40,966 | 24,062 | 121,848 | 68,906 | ||||
Operating income | 18,195 | 18,071 | 53,463 | 21,521 | ||||
Non-operating income (expenses) | ||||||||
Interest income | 657 | 123 | 1,199 | 182 | ||||
Interest expense | (16,046) | (5,673) | (31,323) | (16,106) | ||||
Other income (expenses), net | 345 | 1,409 | 81 | (68) | ||||
Total non-operating expense, net | (15,044) | (4,141) | (30,043) | (15,992) | ||||
Income before taxes | 3,151 | 13,930 | 23,420 | 5,529 | ||||
(Benefit) provision for income taxes | (2) | 284 | 942 | 594 | ||||
Net income | 3,153 | 13,646 | 22,478 | 4,935 | ||||
Net income attributable to noncontrolling interest | 222 | — | 718 | — | ||||
Net income attributable to Accelevation LLC | 2,931 | 13,646 | 21,760 | 4,935 | ||||
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Condensed Consolidated Balance Sheets (Unaudited)
(in thousands) | September 30, 2026 | December 31, 2025 | ||
ASSETS | ||||
Current assets | ||||
Cash and cash equivalents | $108,512 | $16,267 | ||
Accounts receivable, net of allowance | 119,952 | 82,302 | ||
Contract assets | 96,741 | 52,816 | ||
Inventories | 66,991 | 45,285 | ||
Prepaid expenses and other current assets | 13,211 | 5,188 | ||
Assets held for sale | — | 8,802 | ||
Total current assets | 405,407 | 210,660 | ||
Property, plant and equipment, net | 48,994 | 32,942 | ||
Right-of-use assets - operating leases | 45,637 | 23,441 | ||
Goodwill | 186,400 | 186,400 | ||
Intangible assets, net | 237,072 | 268,208 | ||
Other long-term assets | 7,392 | 1,296 | ||
Total assets | 930,902 | 722,947 | ||
LIABILITIES AND MEMBERS' EQUITY | ||||
Current liabilities | ||||
Accounts payable | 77,597 | 68,283 | ||
Accrued expenses and other current liabilities | 29,027 | 16,139 | ||
Contract liabilities | 104,678 | 12,252 | ||
Related party payable | 365 | 7,944 | ||
Current maturities of long-term debt | 6,676 | 2,683 | ||
Current portion of operating lease liabilities | 5,710 | 2,815 | ||
Liabilities held for sale | — | 3,699 | ||
Total current liabilities | 224,053 | 113,815 | ||
Other liabilities | ||||
Long-term debt, net | 648,776 | 269,874 | ||
Operating lease liabilities, net | 41,782 | 21,794 | ||
Other long-term liabilities | 11,794 | 10,305 | ||
Total other liabilities | 702,352 | 301,973 | ||
Members' equity | ||||
Members' equity | 23,661 | 283,427 | ||
Members' notes receivable | (22,095) | — | ||
Retained earnings | 2,931 | 17,815 | ||
Total members' equity | 4,497 | 301,242 | ||
Noncontrolling interest | — | 5,917 | ||
Total equity | 4,497 | 307,159 | ||
Total liabilities and equity | $930,902 | $722,947 |
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Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, | ||||
(in thousands) | 2026 | 2025 | ||
OPERATING ACTIVITIES | ||||
Net income | $22,478 | $4,935 | ||
Depreciation, amortization, and other noncash items | 50,581 | 34,501 | ||
Working capital and other operating activities | (14,794) | (45,012) | ||
Net cash provided by (used in) operating activities | 58,265 | (5,576) | ||
INVESTING ACTIVITIES | ||||
Purchases of property and equipment | (19,037) | (8,413) | ||
Payments for purchases of businesses, net of cash acquired | — | (398,433) | ||
Other investing activities | 1,643 | — | ||
Net cash used in investing activities | (17,394) | (406,846) | ||
FINANCING ACTIVITIES | ||||
Net proceeds from debt, after debt issuance costs | 382,233 | 230,160 | ||
Distributions and notes issued to members | (318,387) | (16,905) | ||
Other financing activities | (12,472) | 214,405 | ||
Net cash provided by financing activities | 51,374 | 427,660 | ||
Change in cash and cash equivalents | 92,245 | 15,238 | ||
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Non-GAAP Financial Measures
Adjusted SG&A and Adjusted SG&A Margin
Adjusted SG&A is calculated as SG&A plus or minus (i) equity-based compensation, (ii) sponsor fees and
expenses, (iii) public company readiness costs, (iv) acquisition-related costs, (v) changes in the fair value
of contingent consideration liabilities, and (vi) other non-recurring items. Adjusted SG&A Margin reflects
Adjusted SG&A as a percentage of Revenue.
Among other limitations, Adjusted SG&A and Adjusted SG&A Margin do not reflect all cash expenditures,
do not reflect certain recurring noncash charges, and do not reflect the impact of certain cash charges
resulting from matters the Company considers not to be indicative of ongoing operations.
The Company presents Adjusted SG&A and Adjusted SG&A Margin because it believes the metrics assist
investors and analysts in comparing performance across reporting periods on a consistent basis by
excluding items that the Company does not believe are indicative of core operating performance.
Management uses these metrics are used by management to compare SG&A expenses consistently over
various periods.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as net income (loss) adjusted for interest income and expense, provision for
income taxes, depreciation and amortization expense, equity-based compensation expense, public
company readiness costs, acquisition costs, sponsor fees and expenses, change in fair value of
acquisition earnout and asset impairment, as well as certain non-recurring items, including payments to
Olympus that ceased upon the IPO. Adjusted EBITDA Margin reflects Adjusted EBITDA as a percentage
of Revenue.
Among other limitations, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the Company's
cash expenditures, or future requirements, for capital expenditures or contractual commitments, non-cash
charges for depreciation and amortization, and do not reflect the impact of certain cash charges resulting
from matters the Company considers not to be indicative of ongoing operations such as interest expense.
Adjusted EBITDA and Adjusted EBITDA Margin also do not reflect income tax expense or benefit.
The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are important metrics for
management and investors as they (i) adjust for the impact of items that the Company does not believe
are indicative of core operating results or the overall health of the Company and (ii) allow for consistent
comparison of operating results over time. In addition, the Company uses Adjusted EBITDA and Adjusted
EBITDA Margin in evaluating management’s performance when determining incentive compensation and
to evaluate the effectiveness of its business strategies.
Adjusted Net Income and Adjusted Net Income Margin
Adjusted Net Income is calculated as net income (loss) plus or minus (i) amortization of intangibles, (ii)
equity-based compensation, (iii) sponsor fees and expenses, (iv) public company readiness costs, (v)
acquisition-related costs, (vi) changes in the fair value of contingent consideration liabilities, (vii) asset
impairments, (viii) other non-recurring items, and (ix) tax impact of adjustments. Adjusted Net Income
Margin reflects Adjusted Net Income as a percentage of Revenue.
Among other limitations, Adjusted Net Income and Adjusted Net Income Margin do not reflect all cash
expenditures, or future requirements, for capital expenditures or contractual commitments, do not reflect
certain recurring noncash charges, and do not reflect the impact of certain cash charges resulting from
matters the Company considers not to be indicative of ongoing operations.
The Company presents Adjusted Net Income and Adjusted Net Income Margin because it believes the
metrics assist investors and analysts in comparing performance across reporting periods on a consistent
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basis by excluding items that the Company does not believe are indicative of core operating performance.
Adjusted Net Income and Adjusted Net Income Margin are used by management to evaluate the
effectiveness of its business strategies.
Free Cash Flow
The Company defines Free Cash Flow as Net Cash Provided by Operating Activities reduced by
Purchases of Property and Equipment. Management uses Free Cash Flow to provide insight into liquidity,
cash-generating capability, as well as demonstrate its ability to fund future growth. Free Cash Flow should
be considered in addition to, rather than as a substitute for, Net Cash Provided by Operating Activities as
a measure of liquidity. Additionally, the Company's definition of Free Cash Flow is limited, in that it does
not represent residual cash flows available for discretionary expenditures, due to the fact that the
measure does not deduct the payments required for debt service and other contractual obligations or
payments made for business acquisitions. Therefore, management believes it is important to view Free
Cash Flow as a measure that provides supplemental information to the consolidated statements of cash
flows.
Reconciliation of SG&A to Adjusted SG&A
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
Selling, general, and administrative costs | $26,561 | $15,766 | $81,206 | $44,350 | ||||
Less: | ||||||||
Equity-based compensation | 751 | 124 | 1,941 | 278 | ||||
Sponsor fees and expenses(1) | 260 | 256 | 774 | 756 | ||||
Public company readiness costs(2) | 3,907 | — | 12,535 | — | ||||
Strategic acquisition costs | — | 67 | — | 6,104 | ||||
Change in fair value of acquisition earnout | (560) | 577 | 537 | 1,532 | ||||
Other(3) | 196 | 59 | 936 | 909 | ||||
Adjusted SG&A | $22,007 | $14,683 | $64,483 | $34,771 | ||||
Revenue | $202,224 | $121,888 | $639,675 | $280,518 | ||||
SG&A Margin | 13.1% | 12.9% | 12.7% | 15.8% | ||||
Adjusted SG&A Margin | 10.9% | 12.0% | 10.1% | 12.4% | ||||
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and
Selling, General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30,
2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.
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Reconciliation of Net Income to Adjusted EBITDA*
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $3,153 | $13,646 | 22,478 | 4,935 | ||||
Interest expense | 16,046 | 5,673 | 31,323 | 16,106 | ||||
Interest income | (657) | (123) | (1,199) | (182) | ||||
(Benefit) provision for income taxes | (2) | 284 | 942 | 594 | ||||
Depreciation expense | 881 | 260 | 2,579 | 831 | ||||
Amortization of intangibles | 13,765 | 8,040 | 31,136 | 23,800 | ||||
Equity-based compensation | 751 | 124 | 1,941 | 278 | ||||
Acquisition costs | — | 67 | — | 6,104 | ||||
Sponsor fees and expenses(1) | 260 | 256 | 774 | 756 | ||||
Public company readiness costs(2) | 3,907 | — | 12,535 | — | ||||
Change in fair value of acquisition earnout | (560) | 577 | 537 | 1,532 | ||||
Asset impairment | — | — | 2,128 | — | ||||
Other(3) | 196 | 59 | 936 | 909 | ||||
Adjusted EBITDA | $37,740 | $28,863 | $106,110 | $55,663 | ||||
Revenue | $202,224 | $121,888 | $639,675 | $280,518 | ||||
Net Income Margin | 1.6% | 11.2% | 3.5% | 1.8% | ||||
Adjusted EBITDA Margin | 18.7% | 23.7% | 16.6% | 19.8% | ||||
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO included as Related Party Expenses and Selling,
General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the nine months ended September 30, 2026,
Other includes loss on the sale of WMS and disposals of certain fixed assets.
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Reconciliation of Net Income to Adjusted Net Income*
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $3,153 | $13,646 | 22,478 | 4,935 | ||||
Amortization of intangibles | 13,765 | 8,040 | 31,136 | 23,800 | ||||
Equity-based compensation | 751 | 124 | 1,941 | 278 | ||||
Sponsor fees and expenses(1) | 260 | 256 | 774 | 756 | ||||
Public company readiness costs(2) | 3,907 | — | 12,535 | — | ||||
Acquisition costs | — | 67 | — | 6,104 | ||||
Change in fair value of acquisition earnout | (560) | 577 | 537 | 1,532 | ||||
Asset impairment | — | — | 2,128 | — | ||||
Other(3) | 196 | 59 | 936 | 909 | ||||
Tax impact of adjustments | (550) | (274) | (1,500) | (1,001) | ||||
Adjusted Net income | $20,922 | $22,495 | $70,965 | $37,313 | ||||
Revenue | $202,224 | $121,888 | $639,675 | $280,518 | ||||
Net Income Margin | 1.6% | 11.2% | 3.5% | 1.8% | ||||
Adjusted Net Income Margin | 10.3% | 18.5% | 11.1% | 13.3% | ||||
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and
Selling, General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30,
2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.
Reconciliation of Net Cash from Operating Activities to Free Cash Flow*
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
Net cash (used in) provided by operating activities | $62,506 | $(645) | $58,265 | $(5,576) | ||||
Purchase of property and equipment | (7,500) | (2,629) | (19,037) | (8,413) | ||||
Free Cash Flow | $55,006 | $(3,274) | $39,228 | $(13,989) | ||||
Performance Metrics
The Company utilizes certain performance metrics (defined below) to provide an indication of trends in
operating results, including future business, and to provide a useful indicator of the volume of our
business over time. Measuring backlog, bookings, and book-to-bill ratio involves the use of judgments,
and there are no independent standards or requirements governing the calculation of these metrics.
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These metrics may be impacted by, among other factors, the types of services and systems sold, contract
duration, the pace of customer spending, actual volumes of services and systems delivered as compared
to the volumes anticipated at the time of sale, and contract modifications over the lifetime of a contract.
Information regarding these performance metrics is not comparable to, nor should it be substituted for, an
analysis of reported revenues.
Backlog consists of the remaining unrecognized revenue on executed contracts and purchase orders, as
well as letters of intent and notices to proceed with respect to purchase orders received in writing. The
Company utilizes backlog to provide additional insights regarding trends in future revenue and market
penetration.
Bookings is defined as the aggregate dollar value of executed customer contracts and purchase orders,
as well as letters of intent and notices to proceed with respect to purchase orders received in writing,
during a given period.
Book-to-bill ratio is defined as bookings divided by revenue for the applicable period.