# Audioeye Inc: Form 10-Q for the period ended Mar 31, 2026

- Company: [Audioeye Inc](/companies/aeye.md) (CIK 1362190)
- Form: 10-Q
- Filed: 2026-05-12
- Accepted by EDGAR: May 12, 2026, 17:10 ET
- Period: 2026-03-31
- Accession: 0001104659-26-059498
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1362190/000110465926059498/aeye-20260331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1362190/000110465926059498/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $10.6m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $2.3m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-01-01 to 2026-03-31 | $8.3m | us-gaap:GrossProfit |
| Research and development | 3 months, 2026-01-01 to 2026-03-31 | $1.1m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$1.9m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$2.1m | us-gaap:NetIncomeLoss |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.17 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $1.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $17.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2026-01-01 to 2026-03-31 | $475.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-03-31 | $8.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $15.9m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $35.1m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $15.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $31.9m | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $15.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2026-03-31 | $850.0k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2026-03-31 | $3.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,047 characters.

*The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with our consolidated financial statements and related notes in Part I, Item 1 of this report.*

*As used in this quarterly report, the terms “we,” “us,” “our” and similar references refer to AudioEye, Inc., unless otherwise indicated.*

### Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you may be able to identify forward-looking statements by terms such as “may,” “should,” “will,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential” or “continue,” the negative of these terms and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which they are made.

Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed in “Part I, Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Risk factors that could cause actual results to differ from those contained in the forward-looking statements include but are not limited to risks related to:

- the uncertain market acceptance of our existing and future products;
- our need for, and the availability of, additional capital in the future to fund our operations and the development of new products;
- the success, timing and financial consequences of new strategic relationships, acquisitions or licensing agreements we may enter into;
- rapid changes in Internet-based applications that may affect the utility and commercial viability of our products;
- the timing and magnitude of expenditures we may incur in connection with our ongoing product development activities;
- judicial applications of accessibility laws to the internet;
- the level of competition from our existing competitors and from new competitors in our marketplace; and
- the regulatory environment for our products and services.

Readers of this report are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This cautionary note is applicable to all forward-looking statements contained in this report.

### AudioEye Solutions

At its core, AudioEye’s offering provides ongoing testing, automated fixes, and 24/7 monitoring that continually improves conformance with Web Content Accessibility Guidelines (“WCAG”). This in turn helps businesses and organizations comply with WCAG standards as well as applicable U.S. and foreign accessibility laws. Our technology is capable of immediately identifying and fixing most of the common accessibility errors and addresses a wide range of disabilities including dyslexia, color blindness, epilepsy and more. AudioEye also offers additional solutions to provide for enhanced compliance and accessibility, including periodic auditing, custom fixes by experts, and legal support services. Our solutions may be purchased through a subscription service on a month-to-month basis or with one or multi-year terms. We also offer PDF remediation services and mobile application and audit reporting services to help our customers with their digital accessibility needs.

### Intellectual Property

Our intellectual property is primarily comprised of copyrights, trademarks, trade secrets, issued patents and pending patent applications. We have a patent portfolio comprised of twenty-six (26) issued patents in the United States and three (3) pending US patent applications. The commercial value of these patents is unknown.

We plan to continue to invest in research and development and expand our portfolio of proprietary intellectual property.

Our Annual Report filed on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 12, 2026 provides additional information about our business and operations.

### Executive Overview

AudioEye is an industry-leading digital accessibility platform delivering Americans with Disabilities Act (“ADA”) and WCAG compliance at scale. Our solutions advance accessibility with patented technology that reduces barriers, expands access for individuals with disabilities, and enhances the user experience for a broader audience. In the three months ended March 31, 2026, we continued to focus on product innovation and expanding revenue.

We have two sales channels to deliver our product, the Partner and Marketplace channel and the Enterprise channel. AudioEye continues to focus on recurring revenue growth in both channels, while still offering our website and mobile application reporting services and PDF remediation services that provide non-recurring revenue.

In the three months ended March 31, 2026, total revenue increased by 8% over the prior year comparable period. As of March 31, 2026, Annual Recurring Revenue (“ARR”) was approximately $41.2 million, which represented an increase of 11% year-over-year. Refer to “Other Key Operating Metrics” below for details on how we calculate ARR.

As of March 31, 2026, AudioEye had approximately 127,000 customers, a 7% increase from 119,000 customers at March 31, 2025. The increase in customer count was attributable to an increase in our Partner and Marketplace channel customers.

In the three months ended March 31, 2026, revenue from our Partner and Marketplace channel grew 8% over the prior year comparable period. The Partner and Marketplace channel represented about 59% of ARR as of March 31, 2026. In three months ended March 31, 2026, total Enterprise channel revenue grew 9% over the prior year comparable period. The Enterprise channel represented about 41% of ARR as of March 31, 2026.

We had one customer (including the customer’s affiliates reflecting multiple contracts and a partnership with the Company) which accounted for approximately 13% and 14% of our total revenue in the three months ended March 31, 2026 and 2025, respectively.

The Company continued to invest in research and development in the first quarter of 2026. Total research and development cost, as defined under the “Research and Development Expenses” section in the “Results of Operations” below, was 15% of total revenue in the three months ended March 31, 2026. Total research and development cost in the three months ended March 31, 2026 decreased from the prior year comparable period due to lower personnel cost.

In the three months ended March 31, 2026, both selling and marketing expense and general and administrative expense increased from the prior year comparable period. The increase in selling and marketing expense was mainly driven by higher third-party marketing expenses and personnel costs. The increase in general and administrative expenses in the three months ended March 31, 2026 was due primarily to higher litigation, stock compensation and amortization expense.

We provide further commentary on our Results of Operations below.

### Results of Operations

Our unaudited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP” or “GAAP”). The discussion of the results of our operations compares the three months ended March 31, 2026 with the three months ended March 31, 2025.

Our results of operations in these interim periods are not necessarily indicative of the results which may be expected for any subsequent period. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | --- | --- | --- | --- | ---: |
| Revenue | ​ | $10,553 | ​ | $9,733 | ​ | $820 | ​ | 8% |
| Cost of revenue | ​ | 2,301 | ​ | ​ 1,995 | ​ | ​ 306 | ​ | 15% |
| Gross profit | ​ | 8,252 | ​ | ​ 7,738 | ​ | ​ 514 | ​ | 7% |
| Operating expenses: | ​ | ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Selling and marketing | ​ | 3,852 | ​ | ​ 3,714 | ​ | ​ 138 | ​ | 4% |
| Research and development | ​ | 1,110 | ​ | ​ 1,153 | ​ | ​ (43) | ​ | (4)% |
| General and administrative | ​ | 5,173 | ​ | ​ 3,761 | ​ | ​ 1,412 | ​ | 38% |
| Change in fair value of contingent consideration | ​ | — | ​ | ​ 50 | ​ | ​ (50) | ​ | (100)% |
| Total operating expenses | ​ | 10,135 | ​ | ​ 8,678 | ​ | ​ 1,457 | ​ | 17% |
| Operating loss | ​ | (1,883) | ​ | ​ (940) | ​ | ​ (943) | ​ | 100% |
| Other expense: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Interest expense, net | ​ | (231) | ​ | ​ (229) | ​ | ​ (2) | ​ | 1% |
| Loss on extinguishment of debt | ​ | ​ — | ​ | ​ (300) | ​ | ​ 300 | ​ | (100)% |
| Total other expense | ​ | ​ (231) | ​ | ​ (529) | ​ | ​ 298 | ​ | (56)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net loss | ​ | $(2,114) | ​ | $(1,469) | ​ | $(645) | ​ | 44% |

#### Revenue

The following table presents our revenues disaggregated by sales channel:

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Partner and Marketplace | ​ | $5,971 | ​ | $5,520 | ​ | $451 | ​ | 8% |
| Enterprise | ​ | 4,582 | ​ | ​ 4,213 | ​ | ​ 369 | ​ | 9% |
| Total revenues | ​ | $10,553 | ​ | $9,733 | ​ | $820 | ​ | 8% |

The Partner and Marketplace channel consists of our Content Management System (“CMS”) partners, platform & agency partners, authorized resellers and the Marketplace. This channel serves small and medium sized businesses that are on a partner or reseller’s web-hosting platform or that purchase our solutions from our Marketplace.

The Enterprise channel consists of our larger customers and organizations, including those with non-platform custom websites, who generally engage directly with AudioEye sales personnel for custom pricing and solutions. This channel also includes federal, state and local government agencies.

For the three months ended March 31, 2026, total revenue increased by 8% over the prior year comparable period. The 8% increase in Partner and Marketplace channel revenue for the three months ended March 31, 2026 was primarily due to continued expansion with existing partners. The 9% increase in Enterprise channel revenue for the three months ended March 31, 2026 was driven primarily by new customer relationships, including additions from acquisitions.

#### Cost of Revenue and Gross Profit

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenue | ​ | $10,553 | ​ | $9,733 | ​ | $820 | ​ | 8% |
| Cost of Revenue | ​ | 2,301 | ​ | ​ 1,995 | ​ | ​ 306 | ​ | 15% |
| Gross profit | ​ | $8,252 | ​ | $7,738 | ​ | $514 | ​ | 7% |

Cost of revenue consists primarily of compensation and related benefits costs for our customer experience team, as well as a portion of our technology operations team that supports the delivery of our services, fees paid to our managed hosting and other third-party service providers, amortization of capitalized software development costs and patent costs, and allocated overhead costs.

For the three months ended March 31, 2026, cost of revenue increased by 15% over the prior year comparable period. The increase in cost of revenue was primarily due to higher costs incurred for service delivery supporting our increased revenue, additional costs attributable to asset acquisitions, and higher amortization expense related to our capitalized software development costs.

For the three months ended March 31, 2026, gross profit increased by 7% over the prior year comparable periods. The increase in gross profit was a result of increased revenue from new customers exceeding the incremental fulfilment cost.

#### Selling and Marketing Expenses

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Selling and marketing | ​ | $3,852 | ​ | $3,714 | ​ | $138 | ​ | 4% |

Selling and marketing expenses consist primarily of compensation and benefits related to our sales and marketing staff, as well as third-party advertising and marketing expenses.

For the three months ended March 31, 2026, selling and marketing expenses increased by 4% over the prior year comparable period. The increase in selling and marketing expenses resulted primarily from higher third-party marketing expenses and personnel costs.

#### Research and Development Expenses

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Research and development expense | ​ | $1,110 | ​ | $1,153 | ​ | $(43) | ​ | (4)% |
| Plus: Capitalized research and development cost | ​ | 465 | ​ | ​ 472 | ​ | ​ (7) | ​ | (1)% |
| Total research and development cost | ​ | $1,575 | ​ | $1,625 | ​ | $(50) | ​ | (3)% |

Research and development (“R&D”) expenses consist primarily of compensation and related benefits, independent contractor costs, and an allocated portion of general overhead costs related to our employees involved in research and development activities. Total research and development cost includes the amount of research and development expense reported within operating expenses as well as research and development cost that was capitalized during the fiscal period.

For the three months ended March 31, 2026, R&D expenses decreased by 4% from the prior year comparable period. The decrease was driven by lower personnel cost. For the three months ended March 31, 2026, capitalized R&D cost remained consistent with the prior year comparable period due to engineering personnel spending a similar level of effort on product development. For the three months ended March 31, 2026, total R&D cost, which includes both R&D expenses and capitalized R&D costs, decreased by 3% from the prior year comparable period.

#### General and Administrative Expenses

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| General and administrative | ​ | $5,173 | ​ | $3,761 | ​ | $1,412 | ​ | 38% |

General and administrative expenses consist primarily of compensation and benefits related to our executives, directors and corporate support functions, and general corporate expenses including legal fees, occupancy and transaction costs.

For the three months ended March 31, 2026, general and administrative expenses increased by 38% from the prior year comparable period. The increase in general and administrative expense was due primarily to an increase in litigation expense by $1,110,000, as well as to higher stock compensation expense and amortization expense associated with our intangible assets.

#### Change in Fair Value of Contingent Consideration

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Change in fair value of contingent consideration | ​ | $— | ​ | $50 | ​ | $(50) | ​ | (100)% |

Change in fair value of contingent consideration consists of non-cash valuation adjustments to contingent consideration liabilities recognized in connection with the acquisition of ADA Site Compliance, which was accounted for as a business combination.

For the three months ended March 31, 2026, no change in fair value of contingent consideration was recorded. The earnout targets for ADA Site Compliance were measured as of December 31, 2025, and no further changes in the fair value of this contingent consideration are expected following that measurement date.

#### Interest Expense

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Interest expense, net | ​ | $(231) | ​ | $(229) | ​ | $(2) | ​ | 1% |

Interest expense, net consists primarily of interest on our term loan, offset by interest income from investment in money market funds.

For the three months ended March 31, 2026, interest expense, net remained consistent with the prior year comparable period, as the impact of the higher outstanding principal balance was mostly offset by the lower interest rate from the new credit facility and the increase in interest income from investment in money market funds.

#### Loss on Extinguishment of Debt

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% | ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Loss on extinguishment of debt | ​ | $— | ​ | $(300) | ​ | $300 | ​ | (100)% |

On March 31, 2025, upon entering into a new credit facility with Western Alliance Bank, the Company paid the full $7.0 million in outstanding principal on its previous term loan with SG Credit Partners. In the three months ended March 31, 2025, in connection with the termination of the SG Credit Partners term loan, we recognized a $300,000 loss on extinguishment of debt, which included prepayment and other fees and the unamortized portion of related debt discount and debt issuance costs.

### Other Key Operating Metrics

We consider annual recurring revenue (“ARR”) as a key operating metric and a key indicator of our overall business. We also use ARR as one of the primary methods for planning and forecasting overall expectations and for evaluating, on at least a quarterly and annual basis, actual results against such expectations.

We define ARR as the sum of (i) for our Enterprise channel, the total of the annualized recurring fee at the date of determination under each active contract, plus (ii) for our Partner and Marketplace channel, the annual or monthly recurring fee for all active customers at the date of determination, in each case, assuming no changes to the subscription, multiplied by 12 if applicable. Recurring fees are defined as revenues expected to be generated from services typically offered as a subscription service or annual service offering such as our automation and platform, periodic auditing, human-assisted technological fixes, legal support and professional service offerings and other services that reoccur on a multi-year contract. This determination includes both annual and monthly contracts for recurring products. Some of our contracts are terminable prior to the expected term, which may impact future ARR. ARR excludes non-recurring fees, which are defined as revenue expected to be generated from services typically not offered as a subscription service or annual service offering such as our PDF remediation services business, one-time mobile application reports, and other miscellaneous services that are offered as non-subscription services or are expected to be one-time in nature. As of March 31, 2026, ARR was $41.2 million, which represents an increase of 11% year-over-year, driven by growth in both our Partner and Marketplace channel and Enterprise channel.

### Liquidity and Capital Resources

#### Working Capital

*(in thousands)*

| ​ | ​ ​ | ​ ​ March 31, 2026 | ​ ​ ​ ​ | ​ ​ December 31, 2025 | ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Current assets | ​ | $15,876 | ​ | $12,622 | ​ |
| Current liabilities | ​ | (15,436) | ​ | (14,416) | ​ |
| Working capital | ​ | $440 | ​ | $(1,794) | ​ |

As of March 31, 2026, we had $8,563,000 in cash and cash equivalents and working capital of $440,000. The $2.2 million increase in working capital in the three months ended March 31, 2026 was primarily due to $3.6 million in proceeds drawn from the remaining subsequent term loan advances available to the Company, partially offset by the increase in accrued expenses and in a portion of our term loan being classified as a current liability.

In January 2025, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to $12.5 million of our common stock through January 24, 2027. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of its common stock. Shares repurchased under the program are subsequently retired and restored to the status of authorized but unissued shares of common stock. In the three months ended March 31, 2026, we used $475,000 of the program to repurchase shares. As of March 31, 2026, we had $7.45 million remaining for the repurchase of shares.

As of March 31, 2026, we had $17.0 million outstanding under the term loan, $16.2 million of which is classified as a noncurrent liability. The term loan matures on March 31, 2030, and requires quarterly principal payments beginning on April 10, 2026. Refer to Note 3 – Debt to our consolidated financial statements for additional information regarding our credit facility.

As of May 12, 2026, we had no off-balance sheet arrangements, and we believe that the Company has sufficient liquidity to continue as a going concern through the next twelve months.

While the Company has been successful in raising capital, there is no assurance that it will be successful at raising additional capital in the future. Additionally, if the Company’s plans are not achieved and/or if significant unanticipated events occur, the Company may have to further modify its business plan, which may require us to raise additional capital or reduce expenses.

#### Cash Flows

*(in thousands)*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Net cash provided by (used in) operating activities | ​ ​ ​ | $1,260 | ​ | $(44) | ​ |
| Net cash used in investing activities | ​ | (727) | ​ | (790) | ​ |
| Net cash provided by financing activities | ​ | 2,742 | ​ | 3,448 | ​ |
| Net increase in cash and cash equivalents | ​ | $3,275 | ​ | $2,614 | ​ |

For the three months ended March 31, 2026, in relation to the prior year comparable period, cash provided by operating activities increased primarily due to timing of payments and the increase in revenue.

For the three months ended March 31, 2026, in relation to the prior year comparable period, cash used in investing activities decreased primarily due to a reduction in payments associated acquisitions in the current year period.

For the three months ended March 31, 2026, in relation to the prior year comparable period, cash provided by financing activities decreased primarily due to $475,000 in stock repurchases in the first quarter of 2026, as well as to lower net proceeds from credit facility activity. In the three months ended March 31, 2026 and 2025, we obtained $3.6 million and $12.0 million, respectively, in proceeds from term loan borrowings under the credit facility with Western Alliance Bank. In the three months ended March 31, 2025, we used a portion of the term loan borrowings to repay our previous $7.0 million term loan, as well as costs associated with the issuance and termination of our previous credit facilities.

### Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates under different assumptions or conditions.

Our critical accounting estimates, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, relate to contingent consideration recognized in connection with business combinations and asset acquisitions. There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

## Controls and procedures

As filed, 2,459 characters.

### Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that there is reasonable assurance that the information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Exchange Act Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, projections of any evaluation of effectiveness of our disclosure controls and procedures to future periods are subject to the risk that controls or procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls or procedures may deteriorate.

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s senior management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures to provide reasonable assurance of achieving the desired objectives of the disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures were effective as of March 31, 2026.

### Changes in Internal Controls over Financial Reporting

During the quarter ended March 31, 2026, there were no changes in our internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 631 characters.

You should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), which could materially affect our business, financial condition and results of operations. There have been no material changes to the risk factors set forth in the 2025 Form 10-K. The risks described in our 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Filed May 12, 2026.
Source: SEC EDGAR, the filing index for accession 0001104659-26-059498. Last ingested by Listed: Oct 30, 2026, 18:04 ET. No prices; not investment advice.