UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 2.02 Results of Operations and Financial Condition.
On February 24, 2026, Tigo Energy, Inc. (the “Company”) reported its earnings for its fourth fiscal quarter and full year ended December 31, 2025. A copy of the Company’s press release containing this information is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release of the Company, February 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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SIGNATURES
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.
Dated: February 24, 2026
| TIGO ENERGY, INC. | ||
| By: | /s/ Bill Roeschlein | |
| Name: | Bill Roeschlein | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Tigo Energy Reports Fourth Quarter and Full Year 2025 Financial Results
LOS GATOS, Calif. – February 24, 2026 – Tigo Energy, Inc. (NASDAQ: TYGO) (“Tigo”, or the “Company”), a leading provider of intelligent solar and energy software solutions, today reported financial results for the fourth quarter and full year ended December 31, 2025, financial guidance for the first quarter ending March 31, 2026, and a full year 2026 outlook.
Recent Financial and Operational Highlights
| ● | Revenue for the fourth quarter of 2025 of $30.0 million, up 73.8% compared to the fourth quarter of 2024. |
| ● | Income from operations for the fourth quarter of 2025 of $0.3 million, compared to an operating loss of $24.1 million in the fourth quarter of 2024. |
| ● | Net income for the fourth quarter of 2025 of $11.7 million, compared to a Net loss of $26.8 million in the fourth quarter of 2024. |
| ● | Basic earnings per common share (basic EPS) for the fourth quarter of 2025 of $0.17, compared to a loss per common share of $0.44 in the fourth quarter of 2024. |
| ● | Adjusted EBITDA for the fourth quarter of 2025 of $2.7 million compared to an Adjusted EBITDA loss of $22.1 million in the fourth quarter of 2024. |
| ● | Cash and cash equivalents of $7.7 million at December 31, 2025. |
| ● | During the fourth quarter of 2025, we repaid our $50 million convertible promissory note and ended the year with no outstanding debt maturities. |
| ● | During the fourth quarter of 2025, we shipped 744 thousand units, or 567 MW, of Module Level Power Electronics (“MLPE”). |
Management Commentary
“Against the backdrop of a seasonally slower solar installation and cold weather period for our industry, we delivered strong fourth quarter results, with revenue up 73.8% compared to last year’s Q4,” said Zvi Alon, Chairman and CEO of Tigo.
“For the full year, our revenue grew 91.7% on a year over year basis, underscoring the renewed confidence in our sales channels. In the fourth quarter, we saw solid performance from several countries in the EMEA and Americas regions, which comprised 60.3% and 30.8%, respectively, of our revenue. Additionally, we once again performed well in the U.S., as sales grew by approximately 24.4% sequentially from the third quarter of 2025. I’m also encouraged by our APAC results, as revenues from the region more than doubled sequentially.”
“By retiring the $50 million convertible note prior to its January 2026 maturity, we reduced potential dilution risk, streamlined the balance sheet, and increased financial flexibility to support our stockholders and set us up for success in 2026,” stated Bill Roeschlein, Chief Financial Officer of Tigo. “Consistent with our 2025 trajectory, we expect accelerated, profitable growth in 2026, supported by the strength of our balance sheet.”
Fourth Quarter 2025 Financial Results
Results compare the 2025 fiscal fourth quarter ended December 31, 2025 to the 2024 fiscal fourth quarter ended December 31, 2024, unless otherwise indicated. Gross loss, net loss and adjusted EBITDA for the fourth quarter 2024 include inventory charges of $19.5 million, primarily for excess and slow-moving inventory within the GO ESS line of energy storage solutions.
| ● | Revenues totaled $30.0 million, a 73.8% increase from $17.3 million. On a sequential quarter basis, revenues decreased by 1.9% compared to the third quarter of 2025. |
| ● | Gross profit totaled $13.4 million, or 44.5% of net revenue, compared to gross loss of $12.6 million, or negative 72.7% of net revenue. |
| ● | Operating expenses totaled $13.0 million, a 13.0% increase from $11.5 million. |
| ● | Net income totaled $11.7 million, compared to a net loss of $26.8 million. Net income for the fourth quarter of 2025 includes a gain on sale of intangible assets of $14.6 million. |
| ● | Basic EPS of $0.17, compared to a loss per common share of $0.44. |
| ● | Adjusted EBITDA totaled $2.7 million, compared to an Adjusted EBITDA loss of $22.1 million. |
Full Year 2025 Financial Results
Results compare the 2025 fiscal full year ended December 31, 2025 to the 2024 fiscal full year ended December 31, 2024, unless otherwise indicated. Gross loss, net loss and adjusted EBITDA for the full year 2024 include inventory charges of $23.5 million, primarily for excess and slow-moving inventory within the GO ESS line of energy storage solutions.
| ● | Revenues totaled $103.5 million, a 91.7% increase from $54.0 million. |
| ● | Gross profit totaled $44.4 million, or 42.8% of net revenue, compared to gross loss of $4.2 million, or negative 7.7% of net revenue. |
| ● | Total operating expenses totaled $48.9 million, a 2.1% increase from $47.8 million. |
| ● | Net loss totaled $1.9 million, compared to a net loss of $62.7 million. Net loss for the full year of 2025 includes a gain on sale of intangible assets of $14.6 million. |
| ● | Basic loss per common share of $0.03, compared to a loss per common share of $1.04. |
| ● | Adjusted EBITDA totaled $4.6 million, compared to an Adjusted EBITDA loss of $43.1 million. |
First Quarter 2026 Financial Guidance and Full Year 2026 Outlook
The Company provides guidance for the first quarter ending March 31, 2026 as follows:
| ● | Revenues are expected to be within the range of $25 million to $27 million. |
| ● | Adjusted EBITDA is expected to be within the range of $(1.0) million to $1.0 million. |
For the full year 2026, the Company anticipates revenue growth of 26% to 30%, resulting in revenue between $130 million and $135 million.
Bill Roeschlein, Chief Financial Officer of Tigo, added: “The first quarter outlook reflects weather-related seasonality in EMEA revenue and prudently incorporates a potential $500 thousand operating expense reserve related to a slow-paying distributor that we are actively addressing. Absent these temporary factors, underlying performance trends remain strong and at the full-year level, our guidance reflects another year of strong growth, and we expect to continue outpacing our competitors.”
Actual results may differ materially from the Company’s guidance as a result of, among other things, the factors described below under “Forward-Looking Statements”.
Conference Call
Tigo management will hold a conference call today, February 24, 2026, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results. Company CEO Zvi Alon and CFO Bill Roeschlein will host the call, followed by a question-and-answer period.
Registration Link Conference Call: Click here to register
Webcast Link: Click here to join
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Please register online at least 10 minutes prior to the start time. If you have any difficulty with registration or connecting to the conference call, please contact Gateway Group at (949) 574-3860.
The conference call will also be available for replay here and via the Investor Relations section of Tigo’s website.
About Tigo Energy, Inc.
Founded in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. The Company also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market. For more information, please visit www.tigoenergy.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our ability to increase our revenues and achieve and maintain profitability, our ability achieve accelerated, profitable growth in 2026, our overall long-term growth prospects, expectations regarding a continued recovery in our industry, current and future inventory levels, statements about our revenue and adjusted EBITDA for the first fiscal quarter 2026 and our revenue for the full fiscal year 2026, statements about demand for our products, our competitive position, the impact of tariffs, and our ability to penetrate new markets and expand our market share, including expansion in international markets, our continued expansion of and investments in our product portfolio, and future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “will allow us to” “is anticipated,” “estimated,” “expected”, “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Tigo’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed, or that will be disclosed in, our reports filed with the SEC, factors which may cause actual results to differ materially from current expectations include, but are not limited to, our capital requirements and our ability to meet our future liquidity requirements and continue as a going concern; our ability to effectively develop and sell our product offerings and services, our ability to compete in the highly-competitive and evolving solar industry; our failure to meet the continued listing requirements of Nasdaq which could result in a delisting of our securities; our ability to manage risks associated with U.S. and global geopolitical and macroeconomic conditions including the potential softening of the economy, seasonal trends and the cyclical nature of the solar industry, including any periods of prolonged downturn; whether we continue to grow our customer base and expand our market share; whether we continue to develop new products and innovations to meet constantly evolving customer demands; the timing and level of demand for our solar energy solutions; changes in government subsidies and economic incentives, including tax incentives, for solar energy solutions; trade tariffs and other trade barriers that could directly affect us, our customers and the solar industry; our ability to forecast our customer demand and manufacturing requirements, and manage our inventory; our ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business and realize the anticipated benefits therefrom; our ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in the U.S. and international markets into which we expand or otherwise operate in; our failure to attract, hire retain and train highly qualified personnel in the future; and if we are unable to maintain key strategic relationships with our partners and distributors.
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Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of new information, future developments or otherwise occurring after the date of this communication.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measure: adjusted EBITDA. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use adjusted EBITDA for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We define adjusted EBITDA, a non-GAAP financial measure, as earnings (loss) before interest and other expenses, net, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock-based compensation and merger transaction related expenses. We believe that adjusted EBITDA provides helpful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business operating results. We believe that both management and investors benefit from referring to adjusted EBITDA in assessing our performance and when planning, forecasting, and analyzing future periods. Adjusted EBITDA also facilitates management’s internal comparisons to our historical performance and comparisons to our competitors’ operating results. We believe adjusted EBITDA is useful to investors both because they (i) allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (ii) are used by our institutional investors and the analyst community to help them analyze the health of our business.
The items excluded from adjusted EBITDA may have a material impact on our financial results. Certain of those items are non-recurring, while others are non-cash in nature. Accordingly, adjusted EBITDA is presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP.
There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with GAAP.
We refer investors to the reconciliation adjusted EBITDA to net income (loss) included below. A reconciliation for adjusted EBITDA provided as guidance is not provided because, as a forward-looking statement, such reconciliation is not available without unreasonable effort due to the high variability, complexity, and difficulty of estimating certain items such as charges to stock-based compensation expense and currency fluctuations which could have an impact on our consolidated results.
Investor Relations Contacts
Ralf Esper
Gateway Group, Inc.
(949) 574-3860
[email protected]
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Tigo Energy, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 7,670 | $ | 11,746 | ||||
| Marketable securities, short-term | — | 8,156 | ||||||
| Accounts receivable, net | 13,895 | 7,976 | ||||||
| Inventory | 31,286 | 21,997 | ||||||
| Prepaid expenses and other current assets | 5,148 | 3,533 | ||||||
| Total current assets | 57,999 | 53,408 | ||||||
| Property and equipment, net | 2,652 | 2,812 | ||||||
| Operating right of use assets | 2,338 | 1,576 | ||||||
| Intangible assets, net | 1,652 | 1,922 | ||||||
| Other assets | 1,187 | 984 | ||||||
| Goodwill | 12,209 | 12,209 | ||||||
| Total assets | $ | 78,037 | $ | 72,911 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 29,196 | $ | 8,077 | ||||
| Accrued expenses and other current liabilities | 7,129 | 7,361 | ||||||
| Deferred revenue, current portion | 961 | 525 | ||||||
| Warranty liability, current portion | 626 | 496 | ||||||
| Operating lease liabilities, current portion | 856 | 649 | ||||||
| Total current liabilities | 38,768 | 17,108 | ||||||
| Warranty liability, net of current portion | 8,718 | 5,302 | ||||||
| Deferred revenue, net of current portion | 860 | 644 | ||||||
| Long-term debt, net of unamortized debt discount and issuance costs | — | 40,511 | ||||||
| Operating lease liabilities, net of current portion | 1,817 | 961 | ||||||
| Other long-term liabilities | 251 | — | ||||||
| Total liabilities | 50,414 | 64,526 | ||||||
| Stockholders’ equity | ||||||||
| Common stock | 7 | 6 | ||||||
| Additional paid-in capital | 168,022 | 146,903 | ||||||
| Accumulated deficit | (140,406 | ) | (138,526 | ) | ||||
| Accumulated other comprehensive income | — | 2 | ||||||
| Total stockholders’ equity | 27,623 | 8,385 | ||||||
| Total liabilities and stockholders’ equity | $ | 78,037 | $ | 72,911 | ||||
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Tigo Energy, Inc.
Condensed Consolidated Statement of Income
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenue | $ | 30,029 | $ | 17,274 | $ | 103,536 | $ | 54,014 | ||||||||
| Cost of revenue | 16,675 | 29,837 | 59,185 | 58,170 | ||||||||||||
| Gross profit (loss) | 13,354 | (12,563 | ) | 44,351 | (4,156 | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 2,312 | 2,252 | 9,244 | 9,860 | ||||||||||||
| Sales and marketing | 4,594 | 3,885 | 17,437 | 16,921 | ||||||||||||
| General and administrative | 6,115 | 5,389 | 22,169 | 21,060 | ||||||||||||
| Total operating expenses | 13,021 | 11,526 | 48,850 | 47,841 | ||||||||||||
| Income (loss) from operations | 333 | (24,089 | ) | (4,499 | ) | (51,997 | ) | |||||||||
| Other (income) expenses, net: | ||||||||||||||||
| Change in fair value of contingent shares liability | — | — | — | (152 | ) | |||||||||||
| Gain on sale of intangible assets | (14,637 | ) | — | (14,637 | ) | — | ||||||||||
| Loss on extinguishment of Convertible Note | 1,132 | — | 1,132 | — | ||||||||||||
| Interest expense | 2,410 | 2,871 | 11,010 | 11,420 | ||||||||||||
| Other income, net | (208 | ) | (245 | ) | (727 | ) | (622 | ) | ||||||||
| Total other (income) expenses, net | (11,303 | ) | 2,626 | (3,222 | ) | 10,646 | ||||||||||
| Income (loss) before income tax expense | 11,636 | (26,715 | ) | (1,277 | ) | (62,643 | ) | |||||||||
| Income tax (benefit) expense | (81 | ) | 87 | 603 | 103 | |||||||||||
| Net income (loss) | $ | 11,717 | $ | (26,802 | ) | $ | (1,880 | ) | $ | (62,746 | ) | |||||
| Earnings (loss) per common share | ||||||||||||||||
| Basic | $ | 0.17 | $ | (0.44 | ) | $ | (0.03 | ) | $ | (1.04 | ) | |||||
| Diluted | $ | 0.16 | $ | (0.44 | ) | $ | (0.03 | ) | $ | (1.04 | ) | |||||
| Weighted-average common shares outstanding | ||||||||||||||||
| Basic | 70,293,744 | 60,760,125 | 65,007,762 | 60,263,190 | ||||||||||||
| Diluted | 72,559,831 | 60,760,125 | 65,007,762 | 60,263,190 | ||||||||||||
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Tigo Energy, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Twelve Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating activities: | ||||||||
| Net loss | $ | (1,880 | ) | $ | (62,746 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,266 | 1,219 | ||||||
| Provision to write down inventories to net realizable value | 1,481 | 23,108 | ||||||
| Change in fair value of contingent shares liability | — | (152 | ) | |||||
| Non-cash interest expense | 8,605 | 8,941 | ||||||
| Stock-based compensation | 7,863 | 7,721 | ||||||
| Change in allowance for credit losses | (17 | ) | (1,684 | ) | ||||
| Non-cash lease expense | 906 | 1,122 | ||||||
| Accretion of interest on marketable securities | (467 | ) | (354 | ) | ||||
| Loss on disposal of property and equipment | 12 | — | ||||||
| Gain on sale of intangible assets | (14,637 | ) | — | |||||
| Loss on extinguishment of Convertible Note | 1,132 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (5,902 | ) | 570 | |||||
| Inventory | (10,770 | ) | 16,296 | |||||
| Prepaid expenses and other assets | (1,818 | ) | 1,658 | |||||
| Accounts payable | 20,913 | (6,625 | ) | |||||
| Accrued expenses and other liabilities | (232 | ) | (793 | ) | ||||
| Deferred revenue | 652 | 368 | ||||||
| Warranty liability | 3,546 | 166 | ||||||
| Operating lease liabilities | (605 | ) | (1,169 | ) | ||||
| Other long-term liabilities | 251 | — | ||||||
| Net cash provided by (used in) operating activities | $ | 10,299 | $ | (12,354 | ) | |||
| Investing activities: | ||||||||
| Purchase of marketable securities | (31,319 | ) | (10,976 | ) | ||||
| Purchase of property and equipment | (642 | ) | (1,286 | ) | ||||
| Sales and maturities of marketable securities | 39,940 | 32,018 | ||||||
| Proceeds from sale of intangible assets | 14,637 | — | ||||||
| Net cash provided by investing activities | $ | 22,616 | $ | 19,756 | ||||
| Financing activities: | ||||||||
| Proceeds from exercise of stock options | 157 | 272 | ||||||
| Proceeds from at-the-market offering | 13,467 | 16 | ||||||
| Payment of offering costs related to at-the-market offering | — | (227 | ) | |||||
| Payment of tax withholdings on restricted stock awards and stock options | (367 | ) | (122 | ) | ||||
| Repayment of Convertible Note | (50,248 | ) | — | |||||
| Net cash used in financing activities | $ | (36,991 | ) | $ | (61 | ) | ||
| Net (decrease) increase in cash | (4,076 | ) | 7,341 | |||||
| Cash and cash equivalents at beginning of period | 11,746 | 4,405 | ||||||
| Cash and cash equivalents at end of period | $ | 7,670 | $ | 11,746 | ||||
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Tigo Energy, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands)
(unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) - (GAAP) | $ | 11,717 | $ | (26,802 | ) | $ | (1,880 | ) | $ | (62,746 | ) | |||||
| Adjustments: | ||||||||||||||||
| Total other (income) expenses, net | (11,303 | ) | 2,626 | (3,222 | ) | 10,646 | ||||||||||
| Income tax (benefit) expense | (81 | ) | 87 | 603 | 103 | |||||||||||
| Depreciation and amortization | 323 | 302 | 1,266 | 1,219 | ||||||||||||
| Stock-based compensation | 2,081 | 1,727 | 7,863 | 7,721 | ||||||||||||
| Adjusted EBITDA (loss) - (Non-GAAP) | $ | 2,737 | $ | (22,060 | ) | $ | 4,630 | $ | (43,057 | ) | ||||||
We encourage investors and others to review our financial information in its entirety and not to rely on any single financial measure.
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