Earnings release
Page 1
PAR New Hartford , NY , August 6 , 2026 FOR RELEASE : CONTACT : Christopher R. Byrnes ( 315 ) 743-8376 chris_byrnes@partech.com , www.partech.com PAR TECHNOLOGY CORPORATION ANNOUNCES SECOND QUARTER 2026 RESULTS • Quarterly revenues increased 19 % year - over - year to $ 133.4 million • Annual Recurring Revenue ( ARR ) ( ¹ ) increased 17 % year - over - year to $ 338.0 million New Hartford , NY - August 6 , 2026 -- PAR Technology Corporation ( NYSE : PAR ) ( " PAR Technology " or the " Company " ) today announced its financial results for the second quarter ended June 30 , 2026 . PAR Technology CEO , Savneet Singh , commented on the results , " Our second quarter performance highlighted the acceleration in revenue we've been building toward , as well as the continued steep increase in profitability we've been guiding to . We ended the quarter with a strong pipeline to help us hit our second - half targets and set up for a strong 2027. In addition to hitting and exceeding our financial goals , we continued to make large investments in our platform and are on track to hit our goal of deploying PAR Intelligence to 50,000 sites by year end . Our operational discipline is allowing us to balance our growing profitability with long - term investments needed to capture the large Al opportunity in front of us . ' Q2 2026 Financial Highlights ( in millions , except % and per share amounts ) GAAP Non - GAAP ( 1 ) Q2 2026 Q2 2025 Revenue $ 133.4 $ 112.4 vs. Q2 2025 better 18.7 % Q2 2026 Q2 2025 vs. Q2 2025 Net Loss / Adjusted EBITDA $ ( 16.9 ) $ ( 21.0 ) better $ 4.1 million $ 14.3 $ 5.5 better $ 8.7 million Diluted Net ( Loss ) Income Per Share $ ( 0.41 ) $ ( 0.52 ) better $ 0.11 $ 0.18 $ 0.01 better $ 0.17 Subscription Service Gross Margin 55.2 % 55.3 % worse 10 bps 65.1 % 66.4 % worse 130 bps Percentage Year - to - Date 2026 Financial Highlights ( 2 ) ( in millions , except % and per share amounts ) GAAP Non - GAAP ( 1 ) Q2 2026 Q2 2025 Revenue $ 257.4 $ 216.3 vs. Q2 2025 better 19.0 % Q2 2026 Q2 2025 vs. Q2 2025 Net Loss from Continuing Operations / Adjusted EBITDA $ ( 33.1 ) $ ( 45.6 ) better $ 12.5 million $ 23.2 $ 10.1 better $ 13.1 million Diluted Net ( Loss ) Income Per Share $ ( 0.80 ) $ ( 1.13 ) better $ 0.33 $ 0.26 from Continuing Operations Subscription Service Gross Margin Percentage $ ( 0.00 ) better $ 0.26 55.4 % 56.5 % worse 110 bps 65.4 % 67.7 % worse 230 bps 1
Page 2
2 Beginning in the second quarter of 2026, the Company's key performance indicators ARR and Active Sites(1) are presented on a total basis rather than disaggregated into our Engagement Cloud and Operator Cloud subscription service product lines as presented in prior periods. As multi-product arrangements have become increasingly common and our products are marketed and delivered as a unified platform, management no longer views or manages the business along these two separate product lines. This change aligns our key performance indicators with how management currently evaluates the business. Highlights - Second Quarter 2026(1): • ARR at end of Q2 '26 totaled $338.0 million • Active Sites as of June 30, 2026 totaled 174.3 thousand Outlook(3) Reflecting second quarter results, PAR is raising its full-year 2026 outlook. For the third quarter ending September 30, 2026, PAR expects to report: • Total revenue in the range of $128.0 million to $132.0 million • Adjusted EBITDA in the range of $13.5 million to $14.5 million For fiscal year 2026, PAR expects to report: • Total revenue in the range of $516.0 million to $523.0 million (up from $500.0 million to $515.0 million) • Adjusted EBITDA in the range of $50.0 million to $53.0 million (up from $44.0 million to $47.0 million) The outlook provided above constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors. See cautionary note regarding “Forward-Looking Statements” below. (1) See “Key Performance Indicators and Non-GAAP Financial Measures” for descriptions of key performance indicators and non-GAAP financial measures, and reconciliations of non-GAAP financial measures to corresponding GAAP financial measures. Amounts presented in the reconciliations and other tables presented herein may not sum due to rounding. (2) Results exclude historical results from our Government segment which are reported as discontinued operations. (3) Neither net loss, the most directly comparable GAAP financial measure to adjusted EBITDA, nor a reconciliation of adjusted EBITDA to net loss is available on a forward-looking basis without unreasonable efforts because certain required information is unknown, out of our control, or cannot be reasonably predicted. These items include, but are not limited to, stock-based compensation expense, transaction and integration costs related to acquisitions, severance costs related to restructuring activities, impairment losses, and debt extinguishment activity. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results. Earnings Conference Call. There will be a conference call at 4:30 p.m. (Eastern) on August 6, 2026, during which management will discuss the Company's financial results for the second quarter ended June 30, 2026. The conference call will be webcast live. To access the webcast, please visit the Investor Relations section of the Company's website at www.partech.com/investor-relations/. A recording of the webcast will be available on this site after the event.
Page 3
3 About PAR Technology Corporation. PAR Technology Corporation (NYSE: PAR) delivers an agentic operating platform that enables smarter, more consistent operations for multi‑unit brands across restaurant, retail, and high‑volume commerce. PAR’s platform brings together mission‑critical software—point of sale, digital ordering, loyalty, payments, and back‑office systems—along with hardware and data to orchestrate decisions and workflows across systems, locations, and guest touchpoints in real time. Designed to drive measurable outcomes, PAR helps brands improve efficiency, deliver better experiences, and make every store more profitable. Learn more at partech.com. Key Performance Indicators and Non-GAAP Financial Measures. We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this press release because we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors. Where non-GAAP financial measures are included in this press release, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non-GAAP financial measures is included in this press release under “Non-GAAP Financial Measures”. Unless otherwise indicated, financial and operating data included in this press release is as of June 30, 2026. As used in this press release, “Annual Recurring Revenue” or “ARR” is the annualized revenue from subscription services, including subscription fees for our SaaS solutions and related software support, managed platform development services, and transaction-based payment processing services. We generally calculate ARR by annualizing the monthly recurring revenue for all Active Sites as of the last day of each month for the respective reporting period. Our reported ARR is based on a constant currency, using the exchange rates established at the beginning of the year and consistently applied throughout the period and to comparative periods presented. “Active Sites” represent locations active on PAR’s subscription services as of the last day of the respective reporting period. Trademarks. “PAR®,” “PAR POSTM”, “Punchh®,” “PAR OrderingTM”, "PAR OPS®," “Data Central®," “DelagetTM,” "PAR RetailTM", "PAR® Pay”, and other trademarks identifying our products and services appearing in this press release belong to us. Solely for convenience, our trademarks referred to in this press release may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks.
Page 4
4 Forward-Looking Statements. This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995, and the accuracy of such statements is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. Forward-looking statements can be identified by words such as “believe,” “could,” “would,” “should,” “will,” “continue,” “anticipate,” “expect,” “path,” “plan,” “intend,” “estimate,” “future,” “may,” “potential,” and similar expressions. These statements include, but are not limited to, express or implied forward -looking statements relating to: our future financial performance, including revenues, gross margins, expenses, cash flows, and other financial measures and key performance indicators; the plans, strategies and objectives of management relating to our growth, results of operations, and financial performance, including service and product offerings, the development, demand, market share, and competitive performance of our products and services; the availability and terms of product and component supplies for our hardware products; anticipated benefits of acquisitions, divestitures, and capital markets transactions; and macroeconomic trends, geopolitical events, tariffs, and trade disputes and the expected impact of those trends and events on our business, results of operations, a nd financial performance. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors, risks, trends and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements include our ability to successfully develop or acquire and transition new products and services and enhance existing products and services to meet evolving customer needs and respond to emerging technological trends, including through effective use of artificial intelligence (AI) in product development and integration of AI tools across our products, service offerings and our customers’ data; our ability to add and retain Active Sites and integration partners; our ability to successfully integrate acquisitions into our operations, and realize the anticipated benefits; macroeconomic trends, such as a reces sion or slowed economic growth, fluctuating interest rates, inflation, and changes in consumer confidence and discretionary spending; geopolitical events affecting countries where we operate or our customers or suppliers operate, including changes in import/export regulations, such as tariffs, and trade disputes involving the United States and those countries; our ability to retain and manage suppliers, secure alternative suppliers, and manage inventory levels and costs, navigate manufacturing disruptions or logistics challenges, shipping delays, and shipping costs; and the other factors discussed in our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise , except as may be required under applicable securities law.
Page 5
5 PAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share amounts) Assets June 30, 2026 December 31, 2025 Current assets: Cash and cash equivalents $ 77,373 $ 79,565 Cash held on behalf of customers 14,133 14,120 Short-term investments 569 579 Accounts receivable – net 76,281 81,706 Inventories 34,033 27,436 Other current assets 29,757 29,525 Total current assets 232,146 232,931 Property, plant and equipment – net 11,943 13,286 Goodwill 895,113 898,035 Intangible assets – net 204,923 203,370 Lease right-of-use assets 8,929 8,176 Other assets 16,818 13,346 Total Assets $ 1,369,872 $ 1,369,144 Liabilities and Shareholders’ Equity Current liabilities: Current portion of long-term debt $ — $ 19,954 Accounts payable 36,550 39,332 Accrued salaries and benefits 17,698 25,186 Accrued expenses 11,352 12,380 Customers payable 14,133 14,120 Lease liabilities – current portion 2,099 1,899 Customer deposits and deferred service revenue 23,228 27,867 Total current liabilities 105,060 140,738 Lease liabilities – net of current portion 7,086 6,435 Deferred service revenue – noncurrent 2,031 1,841 Long-term debt 422,351 374,070 Other long-term liabilities 19,574 20,910 Total liabilities 556,102 543,994 Shareholders’ equity: Preferred stock, $0.02 par value, 1,000,000 shares authorized, none outstanding — — Common stock, $0.02 par value, 116,000,000 shares authorized, 42,935,541 and 42,226,765 shares issued, 41,362,708 and 40,653,932 outstanding at June 30, 2026 and December 31, 2025, respectively 851 836 Additional paid-in capital 1,252,971 1,226,039 Accumulated deficit (397,469) (364,404) Accumulated other comprehensive loss (13,691) (8,429) Treasury stock, at cost, 1,572,833 and 1,572,833 shares at June 30, 2026 and December 31, 2025, respectively (28,892) (28,892) Total shareholders’ equity 813,770 825,150 Total Liabilities and Shareholders’ Equity $ 1,369,872 $ 1,369,144 See notes to unaudited interim condensed consolidated financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2026 (the “Quarterly Report”).
Page 6
6 PAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues, net: Subscription service $ 83,391 $ 71,903 $ 161,913 $ 140,313 Hardware 35,086 26,864 64,340 48,707 Professional service 14,933 13,637 31,130 27,243 Total revenues, net 133,410 112,404 257,383 216,263 Cost of sales: Subscription service 37,335 32,144 72,188 61,044 Hardware 27,954 19,540 50,882 36,008 Professional service 11,538 9,728 23,229 19,877 Total cost of sales 76,827 61,412 146,299 116,929 Gross margin 56,583 50,992 111,084 99,334 Operating expenses: Sales and marketing 11,564 12,274 23,849 24,056 General and administrative 26,288 31,697 56,984 60,981 Research and development 22,507 20,934 44,482 40,701 Amortization of identifiable intangible assets 3,725 3,394 7,156 6,653 Intangible asset impairment loss 5,400 — 5,400 — Total operating expenses 69,484 68,299 137,871 132,391 Operating loss (12,901) (17,307) (26,787) (33,057) Other income (expense), net 774 (1,381) 1,601 (1,472) Interest expense, net (3,386) (1,408) (5,318) (3,042) Gain (loss) on extinguishment of debt, net — — 380 (5,791) Loss from continuing operations before income taxes (15,513) (20,096) (30,124) (43,362) Provision for income taxes (1,383) (944) (2,941) (2,225) Net loss from continuing operations (16,896) (21,040) (33,065) (45,587) Net income from discontinued operations — — — 197 Net loss $ (16,896) $ (21,040) $ (33,065) $ (45,390) Net (loss) income per share (basic and diluted): Continuing operations $ (0.41) $ (0.52) $ (0.80) $ (1.13) Discontinued operations — — — — Total $ (0.41) $ (0.52) $ (0.80) $ (1.13) Weighted average shares outstanding (basic and diluted) 41,281 40,520 41,140 40,348 See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.
Page 7
7 PAR TECHNOLOGY CORPORATION SUPPLEMENTAL INFORMATION (unaudited) Non-GAAP Financial Measures In addition to disclosing financial results in accordance with GAAP, this press release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating ou r business and measuring our performance. Our non-GAAP financial measures reflect adjustments based on one or more of the following items below. Our non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Additionally, these measures may not be comparable to similarly titled measures disclosed by other companies. Non-GAAP Measure or Adjustment Definition Usefulness to management and investors Non-GAAP subscription service gross margin percentage Represents subscription service gross margin percentage adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, severance, and impairment of capitalized software development costs. We believe that non-GAAP subscription service gross margin percentage and adjusted EBITDA provide useful perspectives with respect to the Company's core operating performance and ongoing cash earnings by adjusting for certain non-cash and non-recurring charges that may not be indicative of our financial performance. Adjusted EBITDA Represents net loss before income taxes, interest expense, and depreciation and amortization adjusted to exclude discontinued operations, stock-based compensation, transaction costs, severance, impairment loss, litigation expense, (gain) loss on extinguishment of debt, net, and other income (expense), net. Non-GAAP diluted net income (loss) per share Represents net loss per share excluding amortization of acquired intangible assets, non-cash interest, discontinued operations, stock-based compensation, transaction costs, severance, impairment loss, litigation expense, (gain) loss on extinguishment of debt, net, and other income (expense), net, as well as the income tax effect of these adjustments. We believe that adjusting our diluted net loss per share to remove non-cash and non- recurring charges provides a useful perspective with respect to the Company's operating performance as well as comparisons to past and competitor operating results. Stock-based compensation Consists of non-cash charges related to our employee equity incentive plans. We exclude stock-based compensation because management does not view these non-cash charges as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
Page 8
8 Non-GAAP Measure or Adjustment Definition Usefulness to management and investors Transaction costs Adjustment reflects non-recurring professional fees incurred in transaction due diligence and integration. We exclude professional fees incurred in corporate development because management does not view these non-recurring charges, which are inconsistent in size and are significantly impacted by the timing and valuation of our transactions, as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends. Severance Adjustment reflects severance tied to non- recurring restructuring activities included in cost of sales, sales and marketing expense, general and administrative expense, and research and development expense. We exclude these non-recurring adjustments because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results. Litigation expense Adjustment reflects non-recurring legal fees incurred in connection with certain litigation matters. Impairment loss Adjustment reflects impairment charges related to the write-off of an indefinite-lived trademark acquired in the Stuzo Acquisition and the write-off of capitalized software development costs related to the abandoned PAR Clear product. (Gain) loss on extinguishment of debt, net Adjustment reflects gain recognized on the repurchase of a portion of the 2027 Notes, partially offset by loss recognized on the induced conversion of a portion of the 2026 Notes, and loss recognized on early repayment of the Credit Facility. Discontinued operations Adjustment reflects income from discontinued operations related to the divestiture of our Government segment. Other expense (income), net Adjustment reflects foreign currency transaction gains and losses and other non- recurring income and expenses recorded in other income (expense), net in the accompanying statements of operations. Non-cash interest Adjustment reflects non-cash amortization of issuance costs and discount related to the Company's long-term debt. We exclude these non-cash and non-recurring adjustments for purposes of calculating non- GAAP diluted net income (loss) per share because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends. Acquired intangible assets amortization Adjustment reflects amortization expense of acquired developed technology included within cost of sales and amortization expense of acquired intangible assets.
Page 9
9 The tables below provide reconciliations between net loss and adjusted EBITDA, diluted net loss per share and non-GAAP diluted net income (loss) per share, and subscription service gross margin percentage and non - GAAP subscription service gross margin percentage. Amounts presented in the reconciliations and other tables presented herein may not sum due to rounding. (in thousands) Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Net Loss to Adjusted EBITDA 2026 2025 2026 2025 Net loss $ (16,896) $ (21,040) $ (33,065) $ (45,390) Discontinued operations — — — (197) Net loss from continuing operations (16,896) (21,040) (33,065) (45,587) Provision for income taxes 1,383 944 2,941 2,225 Interest expense, net 3,386 1,408 5,318 3,042 Depreciation and amortization 12,838 12,415 24,850 24,297 Stock-based compensation 6,759 7,887 13,962 15,068 Transaction costs 10 561 604 1,716 Severance 1,287 638 3,956 710 Impairment loss 5,482 — 5,482 — Litigation expense 805 1,347 1,161 1,347 (Gain) loss on extinguishment of debt, net — — (380) 5,791 Other (income) expense, net (774) 1,381 (1,601) 1,472 Adjusted EBITDA $ 14,280 $ 5,541 $ 23,228 $ 10,081
Page 10
10 Beginning in the second quarter of 2026, the Company revised its calculation of non -GAAP net income (loss) per share to: (i) reflect the current and deferred income tax effects attributable to its non-GAAP adjustments; and (ii) include the dilutive effect of equity-based awards and other potentially dilutive securities when the Company reports non-GAAP net income, even when such securities are excluded from GAAP diluted earnings per share because they were antidilutive to the GAAP net loss. Prior period non-GAAP amounts presented herein have been recast to conform to the revised methodology. These revisions affect only the Company’s non-GAAP measures and do not affect its GAAP financial statements, GAAP net income (loss), or GAAP net income (loss) per share. (in thousands, except per share amounts) Three Months Ended June 30, Reconciliation of GAAP Diluted Net Loss per share to Non-GAAP Diluted Net Income per share 2026 2025 Net loss / diluted net loss per share $ (16,896) $ (0.41) $ (21,040) $ (0.52) Non-cash interest 667 0.02 578 0.01 Acquired intangible assets amortization 10,681 0.26 9,745 0.24 Stock-based compensation 6,759 0.16 7,887 0.19 Transaction costs 10 — 561 0.01 Severance 1,287 0.03 638 0.02 Impairment loss 5,482 0.13 — — Litigation expense 805 0.02 1,347 0.03 Other (income) expense, net (774) (0.02) 1,381 0.03 Income tax effects(1) (516) (0.01) (522) (0.01) Non-GAAP net income / non-GAAP basic net income per share $ 7,505 $ 0.18 $ 575 $ 0.01 Dilution impact of incremental shares(2) — — Non-GAAP diluted net income per share $ 0.18 $ 0.01 GAAP weighted average shares outstanding, basic and diluted 41,281 40,520 Add: Dilutive common stock equivalents 549 832 Non-GAAP weighted average shares outstanding, diluted(3) 41,830 41,352 (1) The income tax effect of the non-GAAP adjustments reflects the jurisdiction-specific tax consequences attributable to those adjustments, calculated by (i) applying the applicable statutory tax rate to non-GAAP adjustments in jurisdictions where no valuation allowance exists; and (ii) applying no tax effect to adjustments in jurisdictions with a full valuation allowance. (2) Represents the incremental effect of dilutive securities included in the calculation of non-GAAP diluted weighted average shares outstanding. (3) Non-GAAP diluted weighted average shares outstanding include the effect of potentially dilutive common stock equivalents (stock options, restricted stock units, and warrants) under the treasury stock method. Shares issuable upon conversion of the Company's convertible senior notes were excluded because their conversion would have been antidilutive to non-GAAP net income per share for the periods presented after applying the if-converted method from the beginning of the period or, if later, the issuance date, which requires adding back the related interest expense to the numerator and including the shares issuable upon conversion in the denominator.
Page 11
11 (in thousands, except per share amounts) Six Months Ended June 30, Reconciliation of GAAP Diluted Net Loss per share to Non-GAAP Diluted Net Income (Loss) per share 2026 2025 Net loss / diluted net loss per share $ (33,065) $ (0.80) $ (45,390) $ (1.13) Discontinued operations — — (197) — Net loss from continuing operations (33,065) (0.80) (45,587) (1.13) Non-cash interest 1,265 0.03 1,167 0.03 Acquired intangible assets amortization 20,547 0.50 19,210 0.48 Stock-based compensation 13,962 0.34 15,068 0.37 Transaction costs 604 0.01 1,716 0.04 Severance 3,956 0.10 710 0.02 Impairment loss 5,482 0.13 — — Litigation expense 1,161 0.03 1,347 0.03 (Gain) loss on extinguishment of debt, net (380) (0.01) 5,791 0.14 Other (income) expense, net (1,601) (0.04) 1,472 0.04 Income tax effects(1) (1,038) (0.03) (1,019) (0.03) Non-GAAP net income (loss) / non-GAAP basic net income (loss) per share $ 10,893 $ 0.26 $ (125) $ (0.00) Dilution impact of incremental shares(2) — — Non-GAAP diluted net income (loss) per share $ 0.26 $ (0.00) GAAP weighted average shares outstanding, basic and diluted 41,140 40,348 Add: Dilutive common stock equivalents 758 718 Non-GAAP weighted average shares outstanding, diluted(3) 41,898 41,066 (1) The income tax effect of the non-GAAP adjustments reflects the jurisdiction-specific tax consequences attributable to those adjustments, calculated by (i) applying the applicable statutory tax rate to non-GAAP adjustments in jurisdictions where no valuation allowance exists; and (ii) applying no tax effect to adjustments in jurisdictions with a full valuation allowance. (2) Represents the incremental effect of dilutive securities included in the calculation of non-GAAP diluted weighted average shares outstanding. (3) Non-GAAP diluted weighted average shares outstanding include the effect of potentially dilutive common stock equivalents (stock options, restricted stock units, and warrants) under the treasury stock method. Shares issuable upon conversion of the Company's convertible senior notes were excluded because their conversion would have been antidilutive to non-GAAP net income per share for the periods presented after applying the if-converted method from the beginning of the period or, if later, the issuance date, which requires adding back the related interest expense to the numerator and including the shares issuable upon conversion in the denominator.
Page 12
12 (in thousands, except percentages) Three Months Ended June 30, Six Months Ended June 30, Reconciliation between GAAP and Non-GAAP Subscription Service Gross Margin Percentage 2026 2025 2026 2025 Subscription Service Gross Margin Percentage 55.2 % 55.3 % 55.4 % 56.5 % Subscription Service Gross Margin $ 46,056 $ 39,759 $ 89,725 $ 79,269 Depreciation and amortization 7,936 7,836 15,358 15,431 Stock-based compensation 206 172 390 299 Severance 43 — 251 — Impairment Loss 82 — 82 — Non-GAAP Subscription Service Gross Margin $ 54,323 $ 47,767 $ 105,806 $ 94,999 Non-GAAP Subscription Service Gross Margin Percentage 65.1 % 66.4 % 65.4 % 67.7 %