8-K

PC CONNECTION INC (CNXN)

8-K 2025-10-29 For: 2025-10-29
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2025

PC Connection, Inc.

(Exact name of registrant as specified in charter)

Delaware 0-23827 02-0513618
(State or other juris-<br>diction of incorporation (Commission <br>File Number) (IRS Employer <br>Identification No.)

​<br><br>​
730 Milford Road<br>Merrimack, NH 03054
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (603) 683-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange<br><br>on which registered
Common Stock, $0.01 par value CNXN Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 29, 2025, PC Connection, Inc. (“Connection”) announced its financial results for the quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure

On October 29, 2025, Connection also announced in the press release attached as Exhibit 99.1 hereto that its Board of Directors had declared a quarterly cash dividend.

The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No. Description
99.1 Press Release issued by PC Connection, Inc. on October 29, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2025 PC CONNECTION, INC.
By: /s/ Thomas C. Baker
Thomas C. Baker
Senior Vice President, Chief Financial Officer & Treasurer

Exhibit 99.1

​<br><br>​<br><br>​<br><br>​<br><br>​
Graphic Investor Relations Contact:<br><br>Thomas Baker, 603.683.2505<br><br>Senior Vice President, CFO, and Treasurer<br><br>tom@connection.com<br><br>​

CONNECTION (CNXN)

REPORTS THIRD QUARTER 2025 RESULTS

THIRD QUARTER SUMMARY:
●Net sales: 709.1 million, down 2.2% y/y●Gross profit: 138.6 million, up 2.4% y/y●Gross margin: 19.6%, up 90 basis points y/y●Net income: 24.7 million, down 8.6% y/y●Diluted EPS: 0.97, compared to 1.02 y/y

All values are in US Dollars.

**Merrimack, NH—October 29, 2025—**Connection (PC Connection, Inc.; NASDAQ: CNXN), a leading information technology solutions provider to business, government, healthcare and education markets, today announced results for the third quarter ended September 30, 2025. The Company also announced that its Board of Directors declared a quarterly dividend of $0.15 per share of the Company’s common stock. Payment will be made on November 28, 2025, to shareholders of record on November 11, 2025.

"Our record gross profit reflects the strength of our strategy and the ability of our team to execute. By driving data center modernization, digital workplace transformation, and supply chain innovation, we continue to deliver profitable growth and enhance long-term shareholder value," said Timothy McGrath, President and Chief Executive Officer.

Third Quarter of 2025 Results*:*

Net sales for the quarter ended September 30, 2025 decreased by 2.2%, year over year. Gross profit increased by 2.4% to a record $138.6 million, compared to $135.4 million for the third quarter of 2024, and gross margin increased 90 basis points to 19.6%, compared to the prior year quarter. Net income decreased by 8.6% to $24.7 million, or $0.97 per diluted share, compared to net income of $27.1 million, or $1.02 per diluted share, for the third quarter of 2024. Adjusted Diluted Earnings per Share^1^ was $0.97 for the quarter ended September 30, 2025, compared to $0.97 per share for the quarter ended September 30, 2024.

Performance by Segment*:*

Net sales for the Business Solutions segment increased by 1.7% to $256.8 million in the third quarter of 2025, compared to $252.6 million in the prior year quarter. Gross profit increased by 7.8% to $68.0 million, compared to $63.1 million in the prior year quarter. Gross margin increased by 150 basis points to a record 26.5% for the third quarter of 2025.
Net sales for the Public Sector Solutions segment decreased by 24.3% to $132.5 million in the third quarter of 2025, compared to $175.1 million in the prior year quarter. Gross profit decreased by 12.4%
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^1^ Adjusted Diluted Earnings per Share and Adjusted EBITDA are non-GAAP measures. See page 9 for definitions and reconciliations of these measures.

to $22.8 million, compared to $26.1 million in the prior year quarter. Gross margin increased by 230 basis points to a record 17.2% for the third quarter of 2025.
Net sales for the Enterprise Solutions segment increased by 7.7% to $319.8 million in the third quarter of 2025, compared to $297.0 million in the prior year quarter. Gross profit increased by 3.4% to $47.8 million, compared to $46.2 million in the third quarter of 2024. Gross margin decreased by 70 basis points to 14.9% for the third quarter of 2025.
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Sales by Product Mix*:*

Notebook/mobility and desktop sales decreased by 5% year over year and accounted for 45% of net sales in the third quarter of 2025, compared to 47% of net sales in the third quarter of 2024.
Software sales increased by 11% year over year and accounted for 13% of net sales in the third quarter of 2025, compared to 12% of net sales in the third quarter of 2024.
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Servers/storage sales increased by 17% year over year and accounted for 7% of net sales in the third quarter of 2025, compared to 6% of net sales in the third quarter of 2024.
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Networking sales decreased by 17% year over year and accounted for 7% of net sales in the third quarter of 2025, compared to 8% of net sales in the third quarter of 2024.
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Accessories sales increased by 3% year over year and accounted for 12% of net sales in the third quarter of 2025, compared to 11% of net sales in the third quarter of 2024.
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Selling, general and administrative (“SG&A”) expenses increased in the third quarter of 2025 to $108.4 million from $105.4 million in the prior year quarter. SG&A as a percentage of net sales increased to 15.3%, compared to 14.5% in the prior year quarter.

Interest income in the third quarter of 2025 was $3.7 million, compared to $4.9 million in the third quarter of 2024.

Cash and cash equivalents and short-term investments were $399.2 million as of September 30, 2025, compared to $442.6 million as of December 31, 2024. During the third quarter of 2025, the Company repurchased 83,693 shares of stock at an aggregate purchase price of $5.1 million.

Nine Months of 2025 Results*:*

Net sales for the nine months ended September 30, 2025 increased by 3.7%, compared to the nine months ended September 30, 2024. Gross profit increased 3.5% while gross margin remained flat at 18.6% year over year. Net income for the nine months ended September 30, 2025 decreased by 5.1% to $63.0 million, or $2.45 per diluted share, compared to net income of $66.4 million, or $2.50 per diluted share, for the nine months ended September 30, 2024. Adjusted Diluted Earnings per Share^1^ increased to $2.53 per share for the nine months ended September 30, 2025, compared to $2.47 per share for the nine months ended September 30, 2024.

Earnings before interest, taxes, depreciation and amortization, adjusted for stock-based compensation expense, restructuring and other charges and non-routine legal settlements (“Adjusted EBITDA”)^1^ decreased 1% to $122.7 million for the twelve months ended September 30, 2025, compared to $123.6 million for the twelve months ended September 30, 2024.

^1^ Adjusted Diluted Earnings per Share and Adjusted EBITDA are non-GAAP measures. See page 9 for definitions and reconciliations of these measures.

Conference Call and Webcast

Connection will host a conference call and live web cast today, October 29, 2025 at 4:30 p.m. EDT to discuss its third quarter financial results. For participants who would like to participate via telephone, please register here to receive the dial-in number along with a unique PIN number that is required to access the call. A web-cast of the conference call, which will be broadcast live via the Internet, and a copy of this press release, can be accessed on Connection’s website at ir.connection.com. For those unable to participate in the live call, a replay of the webcast will be available at ir.connection.com approximately 90 minutes after the completion of the call and will be accessible on the site for approximately one year.

Non-GAAP Financial Information

EBITDA, Adjusted EBITDA, LTM Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share are non-GAAP financial measures. These measures are included to provide additional information with respect to the Company’s operating performance and earnings. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Definitions for each Non-GAAP measure and a reconciliation to their most directly comparable GAAP measures are available in the tables at the end of this release.

About Connection

PC Connection, Inc. and its subsidiaries, dba Connection, (www.connection.com; NASDAQ: CNXN) is a Fortune 1000 company headquartered in Merrimack, NH. With offices throughout the United States, Connection delivers custom-configured computer systems overnight from its ISO 9001:2015 certified technical configuration lab at its distribution center in Wilmington, OH. In addition, the Company has over 5,000 technical certifications to ensure that it can solve the most complex issues of its customers. Connection also services international customers through its GlobalServe subsidiary, a global IT procurement and service management company. Investors and media can find more information about Connection at http://ir.connection.com.

Connection–Business Solutions (800.800.5555) is a rapid-response provider of IT products and services serving primarily the small-and medium-sized business sector. It offers more than 460,000 brand-name products through its staff of technically trained sales account managers, publications, and its website at www.connection.com.

Connection–Enterprise Solutions (561.237.3300), www.connection.com/enterprise, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and real-time access to over 460,000 products and 2,500 vendors through MarkITplace^®^, a proprietary next-generation, cloud-based supply chain solution. The team’s engineers, software licensing specialists, and subject matter experts help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.

Connection–Public Sector Solutions (800.800.0019), is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, publications, and online at www.connection.com/publicsector.

Cautionary Note Regarding Forward-Looking Statements

This earnings release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance and include statements concerning, among other things, our future financial results, business plans (including statements regarding new products and services we may offer and future expenditures, costs and investments), liabilities, impairment charges, competition and the expected impact of current macroeconomic conditions on our businesses and results of operations. You can generally identify forward-looking statements by words such as “believe,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “may,” “should,” “will,” or similar statements or variations of such terms, although not all forward-looking statements include such terms. These statements reflect our current views and are based on assumptions as of the date of this report. Such

assumptions are based upon internal estimates and other analysis of current market conditions and trends, management’s expectations, plans and strategies, economic conditions and other factors. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

Such differences may result from actions taken by us, including expense reduction or strategic initiatives (including reductions in force, capital investments and new or expanded product offerings or services), the execution of our business plans (including our inventory management, cost structure and management and other personnel decisions) or other business decisions, as well as from developments beyond our control, including;

macroeconomic factors facing the global economy, including disruptions in or increased volatility of the capital markets, changes in trade policy, which may include the imposition of tariffs or other trade barriers, economic sanctions and economic slowdowns or recessions, government shutdowns, changes in tax policy, rising inflation and changing interest rates modifying our potential for investment income and the timing or reducing the level of investment our customers are willing to make in IT products;
substantial competition reducing our market share;
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significant price competition reducing our profit margins;
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the loss of any of our major vendors adversely affecting the number or type of products we may offer;
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virtualization of information technology resources and applications, including networks, servers, applications, and data storage disrupting or altering our traditional distribution models;
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service interruptions at third party shippers negatively impacting our ability to deliver the products we offer to our customers;
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increases in shipping and postage costs reducing our margins and adversely affecting our results of operations;
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loss of key persons or the inability to attract, train and retain qualified personnel adversely affecting our ability to operate our business; and
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cyberattacks or the failure to safeguard personal information and our IT systems resulting in liability and harm to our reputation.
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Additional factors include those described in our Annual Report on Form 10-K for the year ended December 31, 2024, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the other subsequent filings we make with the Securities and Exchange Commission from time to time.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not place undue reliance on the forward-looking statements included in this release. We assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made except as required by law.

CONSOLIDATED SELECTED FINANCIAL INFORMATION

At or for the Three Months Ended September 30,
2025 2024 % Change
Operating Data:
Net sales (in thousands) $ 709,068 $ 724,717 (2) %
Diluted earnings per share $ 0.97 $ 1.02 (5) %
Gross margin 19.6 % 18.7 %
Operating margin 4.3 % 4.1 %
Inventory turns ^(1)^ 18 19
Days sales outstanding ^(2)^ 74 67
% of % of
Product Mix: Net Sales Net Sales
Notebooks/Mobility 34 % 36 %
Software 13 12
Accessories 12 11
Desktops 11 11
Displays and Sound 9 10
Servers/Storage 7 6
Net/Com Products 7 8
Other Hardware/Services 7 6
Total Net Sales 100 % 100 %
Stock Performance Indicators:
Actual shares outstanding (in thousands) 25,326 26,289
Closing price $ 61.99 $ 75.43
Market capitalization (in thousands) $ 1,569,959 $ 1,982,979
Trailing price/earnings ratio 19.2 22.2
LTM Net Income (in thousands) $ 83,731 $ 90,152
LTM Adjusted EBITDA ^(3)^ (in thousands) $ 122,730 $ 123,591

(1) Represents the annualized cost of goods sold for the period divided by the average inventory for the prior four-month period.
(2) Represents the trade receivable at the end of the period divided by average daily net sales for the same three-month period.
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(3) LTM Adjusted EBITDA is a non-GAAP measure defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation, severance expenses and non-routine legal settlements for the last twelve months. See page 8 for a reconciliation.
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REVENUE AND MARGIN INFORMATION

For the Three Months Ended September 30,
2025 2024
Net Gross Net Gross
(amounts in thousands) Sales Margin Sales Margin
Enterprise Solutions $ 319,744 14.9 % $ 296,970 15.6 %
Business Solutions 256,841 26.5 252,631 25.0
Public Sector Solutions 132,483 17.2 175,116 14.9
Total $ 709,068 19.6 % $ 724,717 18.7 %

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30, Nine Months Ended September 30,
(amounts in thousands, except per share data) 2025 2024 2025 2024
Net sales $ 709,068 $ 724,717 $ 2,169,807 $ 2,093,221
Cost of sales 570,423 589,311 1,766,085 1,703,201
Gross profit 138,645 135,406 403,722 390,020
Selling, general and administrative expenses 108,379 105,365 325,107 315,181
Severance expenses 2,930 415
Income from operations 30,266 30,041 75,685 74,424
Interest income, net 3,689 4,837 10,805 14,053
Other income 1,700 76 1,700
Income tax provision (9,215) (9,519) (23,556) (23,803)
Net income $ 24,740 $ 27,059 $ 63,010 $ 66,374
Earnings per common share:
Basic $ 0.98 $ 1.03 $ 2.46 $ 2.52
Diluted $ 0.97 $ 1.02 $ 2.45 $ 2.50
Shares used in the computation of earnings per common share:
Basic 25,354 26,292 25,609 26,334
Diluted 25,489 26,501 25,734 26,518

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, December 31,
(amounts in thousands) 2025 2024
ASSETS
Current Assets:
Cash and cash equivalents $ 187,845 $ 178,318
Short-term investments 211,354 264,295
Accounts receivable, net 616,704 611,433
Inventories, net 135,018 95,054
Prepaid expenses and other current assets 23,161 17,750
Total current assets 1,174,082 1,166,850
Property and equipment, net 48,064 52,520
Right-of-use assets, net 1,781 3,077
Goodwill 73,602 73,602
Intangibles, net 1,294 2,209
Other assets 6,697 1,096
Total Assets $ 1,305,520 $ 1,299,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable $ 312,813 $ 300,242
Accrued payroll 30,483 23,330
Accrued expenses and other liabilities 40,792 47,633
Total current liabilities 384,088 371,205
Deferred income taxes 18,253 15,091
Non-current operating lease liabilities 437 1,552
Other liabilities 516
Total Liabilities 402,778 388,364
Stockholders’ Equity:
Common stock 295 294
Additional paid-in capital 143,413 137,036
Retained earnings 888,957 837,466
Accumulated other comprehensive income 85 174
Treasury stock, at cost (130,008) (63,980)
Total Stockholders’ Equity 902,742 910,990
Total Liabilities and Stockholders’ Equity $ 1,305,520 $ 1,299,354

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended September 30, Nine Months Ended September 30,
(amounts in thousands) 2025 2024 2025 2024
Cash Flows provided by Operating Activities:
Net income $ 24,740 $ 27,059 $ 63,010 $ 66,374
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,888 3,279 8,853 9,818
Adjustments to credit losses reserve 175 420 1,233 830
Stock-based compensation expense 2,433 1,999 7,102 6,196
Deferred income taxes 3,185 811 3,185 2,434
Amortization of discount on short-term investments, net 60 1,191 (1,612) (4,402)
Gain on sale of short-term investments (76)
Loss on disposal of fixed assets 10 13 30 49
Changes in assets and liabilities:
Accounts receivable 20,158 13,330 (6,504) 20,928
Inventories (1,531) 22,922 (39,964) 10,488
Prepaid expenses and other current assets (712) 2,418 (4,854) (3,405)
Other non-current assets (2,174) 78 (3,803) 526
Accounts payable 8,537 (24,031) 11,905 29,141
Accrued expenses and other liabilities 6,380 3,455 (485) 9,643
Net cash provided by operating activities 64,149 52,944 38,020 148,620
Cash Flows (used in) provided by Investing Activities:
Purchases of short-term investments (103,216) (51,797) (155,574) (255,075)
Proceeds from sale of short-term investments 108,763
Maturities of short-term investments 51,328 47,327 101,328 150,607
Purchases of property and equipment (1,870) (1,788) (5,201) (5,215)
Net cash (used in) provided by investing activities (53,758) (6,258) 49,316 (109,683)
Cash Flows used in Financing Activities:
Proceeds from short-term borrowings 14,644 732 25,204
Repayment of short-term borrowings (14,644) (732) (25,204)
Purchase of common stock for treasury shares (5,066) (4,119) (65,530) (7,732)
Payments for excise tax on treasury purchases (36)
Dividend payments (3,799) (2,629) (11,519) (7,900)
Issuance of stock under Employee Stock Purchase Plan 619 537
Payment of payroll taxes on stock-based compensation through shares withheld (425) (640) (1,343) (1,285)
Net cash used in financing activities (9,290) (7,388) (77,809) (16,380)
Increase in cash and cash equivalents 1,101 39,298 9,527 22,557
Cash and cash equivalents, beginning of period 186,744 128,213 178,318 144,954
Cash and cash equivalents, end of period $ 187,845 $ 167,511 $ 187,845 $ 167,511
Non-cash Investing and Financing Activities:
Accrued purchases of property and equipment $ 866 $ 425 $ 866 $ 425
Accrued purchase of treasury shares $ 123 $ $ 123 $
Accrued excise tax on treasury purchases $ 615 $ 45 $ 615 $ 45
Supplemental Cash Flow Information:
Income taxes paid $ 6,666 $ 6,587 $ 24,837 $ 24,533
Interest paid $ $ 3 $ $ 5

EBITDA AND ADJUSTED EBITDA

A reconciliation of EBITDA and Adjusted EBITDA to Net Income is detailed below. Adjusted EBITDA is defined as EBITDA (defined as earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation, severance expenses and non-routine legal settlements. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either includes or excludes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance including our ability to fund our future capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreement. When analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA in addition to, and not as alternatives for Net income or any other performance measure presented in accordance with GAAP. Our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Three Months Ended September 30, LTM Ended September 30,^(1)^
(amounts in thousands) 2025 2024 % Change 2025 2024 % Change
Net income $ 24,740 $ 27,059 (9) % $ 83,731 $ 90,152 (7) %
Depreciation and amortization 2,888 3,279 (12) 12,019 13,016 (8)
Income tax expense 9,215 9,519 (3) 30,145 32,081 (6)
Interest income (3,737) (4,888) (24) (15,638) (18,230) (14)
Interest expense 48 51 (6) 162 64 153
EBITDA 33,154 35,020 (5) 110,419 117,083 (6)
Severance expenses and other charges ^(2)^ 2,930 415 606
Legal settlement ^(3)^ (1,700) (100) (1,700) (100)
Stock-based compensation 2,433 1,999 22 9,381 7,793 20
Adjusted EBITDA $ 35,587 $ 35,319 1 % $ 122,730 $ 123,591 (1) %

(1) LTM: Last twelve months
(2) Severance expenses in 2025 and 2024 consisted of severance and other charges related to internal restructuring activities.
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(3) The Company recorded $1.7 million of other income as a result of a legal settlement received.
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ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE

A reconciliation of Adjusted Net Income to Net Income is detailed below. Adjusted Net Income is defined as Net Income plus severance expenses, net of tax plus or minus loss or income from non-routine legal settlements. A reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share is detailed below. Adjusted Diluted Earnings per Share is defined as diluted earnings per share adjusted for severance expenses, net of tax. Adjusted Net Income and Adjusted Diluted Earnings Per Share are considered non-GAAP financial measures (see note above in EBITDA and Adjusted EBITDA for a description of non-GAAP financial measures). The Company believes that Adjusted Net Income and Adjusted Diluted Earnings per Share provide helpful information with respect to the Company's operating performance. When analyzing our operating performance, investors should use Adjusted Net Income and Adjusted Diluted Earnings per Share in addition to, and not as alternatives for Net income and Diluted Earnings per Share or any other performance measure presented in accordance with GAAP. Our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Three Months Ended September 30, Nine Months Ended September 30,
(amounts in thousands, except per share data) 2025 2024 % Change 2025 2024 % Change
Net income $ 24,740 $ 27,059 (9) % $ 63,010 $ 66,374 (5) %
Severance expenses ^(1)^ 2,930 415 606
Legal settlement ^(2)^ (1,700) (100) (1,700) (100)
Tax benefit 442 (100) (797) 339 (335)
Adjusted Net Income 24,740 25,801 (4) 65,143 65,428 (0)
Diluted shares 25,489 26,501 25,734 26,518
Diluted Earnings per Share $ 0.97 $ 1.02 (5) % $ 2.45 $ 2.50 (2) %
Adjusted Diluted Earnings per Share $ 0.97 $ 0.97 (0) % $ 2.53 $ 2.47 2 %

(1) Severance expenses in 2025 and 2024 consisted of severance and other charges related to internal restructuring activities.