Company Repurchased Approximately 35% of Shares Outstanding; Maintains Full-Year 2026 Revenue Guidance of
Second quarter revenue was approximately
During the second quarter, the Company repurchased approximately 7.1 million shares — or about 35% of shares outstanding prior to those repurchases — at an average price of
"Our second quarter results reflect a deliberate capital allocation decision — we prioritized deploying a meaningful amount of capital toward share repurchases rather than additional revenue-producing assets, underscoring our view of the compelling value available in our shares," said
Since quarter-end, Forum deployed approximately
Second Quarter 2026 Financial Highlights
As of
General and administrative expenses for the second quarter were approximately
"The second quarter provides a meaningfully cleaner view of our operating expense structure and the earnings power of our real-world asset portfolio," said
Full-Year 2026 Guidance
Forum is maintaining its full-year 2026 revenue guidance of
Share Repurchase Program
During the second quarter, Forum repurchased approximately 7.1 million shares at an average price of
Strategic Alternatives
The Board of Directors' Special Committee continues to evaluate strategic alternatives. The process has advanced meaningfully, and the Committee is encouraged by the quality and level of engagement it has seen to date. While Forum cannot comment on specific discussions, potential counterparties or transaction timing, the Company expects to be in a position to provide shareholders with a meaningful update prior to its next earnings call.
Conference Call
Management will host a conference call and webcast today,
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to the most directly comparable GAAP measure is included in the Company's second quarter 2026 earnings press release tables and earnings presentation, both of which are available on the investor relations section of Forum's website at ir.forum-markets.com.
About
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future performance and growth of the Company; the ability of the Company to execute its plans, the assets to be held by the Company, the Company's current and anticipated yield strategies, and future performance. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the stock repurchase program, previously announced private placements, sale of convertible notes, and related transactions, including the Company's ability to achieve profitable operations; the Company's ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's OTC transaction, including the Company's ability to repay such facility, covenants associated therewith and security interests associated therewith; risks relating to the Company's previously announced ATM offering, including potential downward pressure on the Company's stock price associated therewith; risks relating to the Company's operations and businesses; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company's ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
(in thousands) | ||||||||
(Unaudited) | ||||||||
For the three months ended | For the six months ended | |||||||
2026 | 2025 | 2026 | 2025 | |||||
Revenue | $ 1,365 | $ - | $ 4,224 | $ - | ||||
Total cost of revenues | 967 | - | 1,473 | - | ||||
Gross income | 398 | - | 2,751 | - | ||||
Selling, general and administrative expense | 10,340 | 1,353 | 17,326 | 3,320 | ||||
Operating income (loss) | (9,942) | (1,353) | (14,575) | (3,320) | ||||
Interest expense | (238) | - | (1,238) | - | ||||
Other income | (2,241) | 7 | (74,142) | 13 | ||||
Income (loss) before income taxes | (12,421) | (1,346) | (89,955) | (3,307) | ||||
Income tax benefit | - | - | ||||||
Net Income (loss) from Continuing Operations | (12,421) | (1,346) | (89,955) | (3,307) | ||||
Net Income (loss) from Discontinued Operations | (397) | (381) | 873 | (789) | ||||
Net Income (loss) | (12,818) | (1,727) | (89,082) | (4,096) | ||||
Other Comprehensive Income (loss) | 16 | (143) | (186) | (208) | ||||
Total Comprehensive Loss | (12,802) | (1,870) | (89,268) | (4,304) | ||||
Basic and Diluted Net Loss per Common Share - Continuing operation | $ (0.73) | $ (4.69) | $ (7.14) | |||||
Basic and Diluted Net Loss per Common Share - Discontinured operation | $ (0.02) | $ 0.05 | $ (1.70) | |||||
Weighted average Common Stock outstanding – basic | 17,066 | 571 | 19,172 | 463 | ||||
Weighted average Common Stock outstanding – diluted | 17,066 | 571 | 19,172 | 463 | ||||
CONSOLIDATED BALANCE SHEETS | |||
(in thousands) | |||
(Unaudited) | |||
As of | As of | ||
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ 4,102 | $ 8,018 | |
Restricted cash | - | 1,016 | |
Accounts receivable | 1,024 | - | |
Loans receivable, current | 2,940 | - | |
Prepaid expenses and other current assets | 5,785 | 4,514 | |
Current assets of discontinued operations | 340 | 22 | |
Total current assets | 14,191 | 13,570 | |
0 | |||
43,966 | 4,411 | ||
Investments | 45,718 | - | |
Digital Assets | 21,644 | 61,587 | |
Loans Receivable, net of current portion | 14,266 | ||
Staking Receivables | - | 181,011 | |
Property and equipment, net | 17,608 | - | |
Right of use assets - operating | 1,638 | - | |
Other noncurrent assets | - | 45,718 | |
Total assets | $ 159,031 | $ 306,297 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable | $ 570 | $ 1,556 | |
Accrued expenses and other current liabilities | 4,354 | 6,377 | |
Right of use liabilities - operating | - | - | |
Loans payable, current portion | - | 251 | |
Collateralized loans, current portion | - | 31,513 | |
Current liabilities of discontinued operations | 355 | 1,232 | |
Total current liabilities | 5,279 | 40,929 | |
Long-term accrued expenses and other noncurrent liabilities | - | - | |
Collateralized loans, noncurrent portion | 25,950 | 25,950 | |
Total liabilities | $ 31,229 | $ 66,879 | |
STOCKHOLDERS' EQUITY | |||
Common Stock | 1 | 2 | |
Treasury Stock | (17) | - | |
Additional paid-in capital | 812,123 | 834,453 | |
Accumulated other comprehensive income | (3,179) | (2,993) | |
Accumulated deficit | (681,126) | (592,044) | |
Total stockholders' Equity | 127,802 | 239,418 | |
Total liabilities and stockholders' Equity | $ 159,031 | $ 306,297 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(in thousands) | |||
(Unaudited) | |||
For the six months ended | |||
2026 | 2025 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (89,955) | $ (3,307) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Stock based compensation expense | 3,917 | 681 | |
Depreciation and amortization | 1,409 | - | |
Amortization of loan premiums | 9 | - | |
Change in fair value of long term receivable | 48,637 | - | |
Change in fair value of digital assets | 12,778 | - | |
Change in fair value of available for sale securities | (126) | - | |
Change in fair value of derivative liabilities | 10,374 | - | |
Non-cash staking and incentive revenue | 460 | - | |
Loss on make whole provision | 1,200 | - | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,024) | - | |
Right of use assets | 169 | - | |
Right of use liabilities | (903) | - | |
Prepaid expense and other currentassets | (13,997) | 374 | |
Accounts payable | (1,889) | (91) | |
Accrued expenses | (3,442) | 462 | |
Net cash used in operating activities from continuing operations | (32,383) | (1,881) | |
Net cash used in operating activities from discontinued operations | (509) | (502) | |
Net cash used in operating activities | (32,892) | (2,383) | |
Cash Flows from Investing Activities: | |||
Purchases of marketable securities | (39,428) | - | |
Purchases of digital assets | (757) | - | |
Purchase of loans receivable | (17,474) | - | |
Purchase of property and equipment | (16,813) | - | |
Repayment of loans receivable | 406 | - | |
Sale of digital assets | 128,096 | - | |
Net cash used in investing activities from continuing operations | 54,030 | - | |
Net cash used in investing activities from discontinued operations | - | - | |
Net cash used in investing activities | 54,030 | - | |
Cash Flows from Financing Activities: | |||
Proceeds from exercise of options | - | - | |
Proceeds from exercise of warrants | - | - | |
Proceeds from shares issued for cash, net | 5,503 | - | |
Repurchase of common stock | (31,322) | - | |
Repayment of loans payable | (251) | - | |
Net cash provided by (used in) financing activities from continuing operations | (26,070) | - | |
Net cash provided by (used in) financing activities from discontinued operations | - | (8) | |
Net cash provided by (used in) financing activities | (26,070) | (8) | |
Net change in cash, cash equivalents and restricted cash | (4,932) | (2,391) | |
Cash, cash equivalents and restricted cash – beginning of the period | 9,034 | 4,567 | |
Cash, cash equivalents and restricted cash – end of the period | $ 4,102 | $ 2,176 | |
GAAP to non-GAAP Reconciliation | |||||||
(in thousands) | For the three months ended | For the six months ended | |||||
2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) from continuing operations | |||||||
Income tax benefit | - | - | - | - | |||
Depreciation and amortization | 936 | - | 1,409 | - | |||
Interest expense | 238 | - | 1,238 | - | |||
EBITDA | (11,247) | (1,346) | (87,308) | (3,307) | |||
Stock-based compensation(1) | 3,813 | 103 | 3,917 | 681 | |||
Business development & integration expenses(2) | - | - | - | - | |||
Offering costs(3) | - | - | - | - | |||
Loss on disposal and non-cash impairment charges(4) | - | - | - | - | |||
Adjusted EBITDA | $ (7,434) | ||||||
(1) non-cash stock-based compensation expense associated with employee and non-employee equity awards | |||||||||||
(2) expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines | |||||||||||
(3) one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period | |||||||||||
(4) non-recurring or one time charges |
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