GIFTIFY, INC. REPORTS THIRD QUARTER 2025 RESULTS
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents (includes restricted cash of $1,000,000 and $1,258,826 at September 30, 2025 and December 31, 2024) | $ | 4,021,227 | $ | 4,301,842 | ||||
| Accounts receivable | 122,697 | 164,700 | ||||||
| Inventories | 2,798,063 | 4,116,180 | ||||||
| Prepaid expenses and other current assets | 274,720 | 63,210 | ||||||
| Total current assets | 7,216,707 | 8,645,932 | ||||||
| Property and equipment, net | 606,152 | 1,089,984 | ||||||
| Operating lease right of use asset, net | 1,170,174 | 1,406,242 | ||||||
| Deposits | 68,189 | 65,556 | ||||||
| Intangible assets, net | 3,073,167 | 4,268,332 | ||||||
| Goodwill | 20,007,670 | 20,007,670 | ||||||
| Total assets | $ | 32,142,059 | $ | 35,483,716 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,909,145 | $ | 1,966,616 | ||||
| Accrued expenses | 1,708,012 | 1,768,607 | ||||||
| Customer deposits | 1,612 | 95,000 | ||||||
| Deferred revenue | 123,583 | 77,051 | ||||||
| Secured revolving line of credit | 2,693,735 | 3,805,080 | ||||||
| Convertible promissory notes | 45,387 | 43,137 | ||||||
| Secured notes payable - related party, net of debt discount of $0 and $4,000, at September 30, 2025 and December 31, 2024, respectively | - | 2,060,274 | ||||||
| Notes payable, current portion, net of debt discount of $4,283 and $0, at September 30, 2025 and December 31, 2024, respectively | 1,925,315 | 1,717,632 | ||||||
| Operating lease liability, current portion | 347,912 | 316,612 | ||||||
| Total current liabilities | 8,754,701 | 11,850,009 | ||||||
| Notes payable, net of current portion | 659,367 | 615,000 | ||||||
| Deferred income taxes | 682,426 | 1,123,000 | ||||||
| Operating lease liability, net of current portion | 868,433 | 1,133,371 | ||||||
| Total liabilities | 10,964,927 | 14,721,380 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $0.001 par value, 10,000,000 shares authorized; | - | - | ||||||
| Common stock, $0.001 par value, 750,000,000 shares authorized; 30,710,580 and 27,021,423 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 30,711 | 27,015 | ||||||
| Additional paid-in-capital | 117,334,768 | 108,679,065 | ||||||
| Common stock issuable, 350,843 and 350,843 shares, respectively | 350,843 | 350,843 | ||||||
| Accumulated deficit | (96,539,190 | ) | (88,294,587 | ) | ||||
| Total stockholders' equity | 21,177,132 | 20,762,336 | ||||||
| Total liabilities and stockholders' equity | $ | 32,142,059 | $ | 35,483,716 |
GIFTIFY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Sales | $ | 18,783,908 | $ | 23,210,850 | $ | 61,961,652 | $ | 64,753,246 | ||||||||
| Cost of sales | 15,036,367 | 20,220,237 | 50,776,850 | 55,244,862 | ||||||||||||
| Gross profit | 3,747,541 | 2,990,613 | 11,184,802 | 9,508,384 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | 5,489,115 | 5,908,603 | 17,247,499 | 20,954,914 | ||||||||||||
| Amortization of capitalized software costs | 160,745 | 254,292 | 483,832 | 935,766 | ||||||||||||
| Amortization of intangible assets | 585,349 | 607,917 | 1,686,328 | 1,823,751 | ||||||||||||
| Total operating expenses | 6,235,209 | 6,770,812 | 19,417,659 | 23,714,431 | ||||||||||||
| Loss from operations | (2,487,668 | ) | (3,780,199 | ) | (8,232,857 | ) | (14,206,047 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income | 1,811 | - | 3,588 | 5,223 | ||||||||||||
| Interest expense | (135,005 | ) | (280,953 | ) | (487,950 | ) | (795,694 | ) | ||||||||
| Other income | 38,540 | - | 38,540 | |||||||||||||
| Total other income (expenses) | (94,654 | ) | (280,953 | ) | (445,822 | ) | (790,471 | ) | ||||||||
| Net loss before income taxes | (2,582,322 | ) | (4,061,152 | ) | (8,678,679 | ) | (14,996,518 | ) | ||||||||
| Income tax benefit | 144,860 | - | 434,076 | - | ||||||||||||
| Net loss | $ | (2,437,462 | ) | $ | (4,061,152 | ) | $ | (8,244,603 | ) | $ | (14,996,518 | ) | ||||
| Net loss per share – basic and diluted | $ | (0.08 | ) | $ | (0.16 | ) | $ | (0.28 | ) | $ | (0.59 | ) | ||||
| Weighted average common shares outstanding – basic and diluted | 30,402,871 | 25,964,213 | 29,446,269 | 25,574,719 |
GIFTIFY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (8,244,603 | ) | $ | (14,996,518 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||
| Fair value of vested stock options | 2,843,690 | 6,874,603 | ||||||
| Fair value of vested restricted common stock | 1,559,627 | 2,136,138 | ||||||
| Fair value of common stock issued for services | 479,755 | 751,500 | ||||||
| Loss on fair value of common stock issued for settlement of vendor | 33,750 | - | ||||||
| Depreciation of capitalized software costs | 483,832 | 935,766 | ||||||
| Amortization of intangible assets | 1,686,328 | 1,823,751 | ||||||
| Amortization of debt discount | 14,717 | 1,700 | ||||||
| Accrued interest | 20,632 | 54,802 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 101,117 | (16,955 | ) | |||||
| Inventories | 1,318,117 | (243,223 | ) | |||||
| Prepaid expenses and other current assets | (211,510 | ) | 62,557 | |||||
| Right of use assets | 236,067 | 228,982 | ||||||
| Accounts payable | 17,029 | (223,416 | ) | |||||
| Accrued expenses | (113,548 | ) | 220,367 | |||||
| Customer deposits | (93,388 | ) | - | |||||
| Deferred revenue | 46,532 | (258,593 | ) | |||||
| Deferred taxes | (440,574 | ) | - | |||||
| Operating lease liability | (233,637 | ) | (209,829 | ) | ||||
| Net cash used in operating activities | (496,067 | ) | (2,858,368 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash received on acquisition | 109,543 | - | ||||||
| Capital expenditures | - | (674,646 | ) | |||||
| Net cash provided by (used in) investing activities | 109,543 | (674,646 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from line of credit | 96,816,921 | 76,769,125 | ||||||
| Repayment of line of credit | (97,928,266 | ) | (79,272,361 | ) | ||||
| Proceeds from note payable | 985,000 | - | ||||||
| Repayment of notes payable | (826,323 | ) | - | |||||
| Proceeds from notes payable – related party | - | 1,978,000 | ||||||
| Repayment of notes payable – related party | (2,000,000 | ) | - | |||||
| Proceeds from sale of common stock, net of expenses, under at-the-market sale agreement | 1,444,077 | - | ||||||
| Proceeds from sale of common stock, net of expenses, under stock purchase agreement | 374,500 | - | ||||||
| Proceeds from public offering of common stock | 478,000 | - | ||||||
| Proceeds from private offering of common stock | 762,000 | - | ||||||
| Repayment of acquisition obligation | - | (500,000 | ) | |||||
| Proceeds from private placement of common stock | - | 3,054,073 | ||||||
| Net cash provided by financing activities | 105,909 | 2,028,837 | ||||||
| Net decrease in cash and cash equivalents | (280,615 | ) | (1,504,177 | ) | ||||
| Cash and cash equivalents beginning of period | 4,301,842 | 5,682,372 | ||||||
| Cash and cash equivalents end of period | $ | 4,021,227 | $ | 4,178,195 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | 431,818 | $ | 704,961 | ||||
| Taxes paid | $ | - | $ | - | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Common shares issued for acquisition | $ | 609,000 | $ | - | ||||
| Common shares issued for trade accounts payable | $ | 108,750 | $ | - | ||||
| Accounts receivable from acquisition | $ | 59,114 | $ | - | ||||
| Deposits from acquisition | $ | 2,633 | $ | - | ||||
| Accounts payable from acquisition | $ | 500 | $ | - | ||||
| Accrued expenses from acquisition | $ | 52,953 | $ | - | ||||
| Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ | - | $ | 1,395,541 |
Giftify, Inc.
Non-GAAP Financial Measures and Operating Metrics
(Unaudited)
Gross Billings
A reconciliation of our net sales (as reported) to our gross billings for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Net sales (as reported) | $ | 18,783,908 | $ | 23,210,850 | -19.1 | % | $ | 61,961,952 | $ | 64,753,246 | -4.3 | % | ||||||||||||
| Company costs of Agent Transactions (see discussion below) | 20,302,632 | 7,130,276 | 184.7 | % | 49,216,416 | 25,042,449 | 96.5 | % | ||||||||||||||||
| Gross billings | $ | 39,086,540 | $ | 30,341,126 | 28.8 | % | $ | 111,178,068 | $ | 89,795,695 | 23.8 | % |
Gross billings are the total dollar value of customer purchases of goods and services. Gross billings are presented net of customer refunds and order discounts. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who will provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant's share of the transaction price. Gross billings are an indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.
Modified EBITDA
Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended September 30, 2025 and 2024 (unaudited):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||
| Net Loss | $ | (2,437,462 | ) | $ | (4,061,152 | ) | ||
| Modified EBITDA adjustments: | ||||||||
| Income taxes | (144,860 | ) | - | |||||
| Interest expense, net | 133,195 | 280,953 | ||||||
| Other income | (38,540 | ) | - | |||||
| Amortization of intangible assets | 585,349 | 607,917 | ||||||
| Amortization of capitalized software costs | 160,745 | 254,292 | ||||||
| Stock option and other noncash compensation | 1,473,065 | 2,248,821 | ||||||
| Total Modified EBITDA adjustments | 2,168,954 | 3,391,983 | ||||||
| Modified EBITDA | $ | (268,508 | ) | $ | (669,169 | ) |
Set forth below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2025 and 2024 (unaudited):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||
| Net Loss | $ | (8,244,603 | ) | $ | (14,996,518 | ) | ||
| Modified EBITDA adjustments: | ||||||||
| Income taxes | (434,076 | ) | - | |||||
| Interest expense, net | 484,362 | 790,471 | ||||||
| Other income | (38,540 | ) | - | |||||
| Amortization of intangible assets | 1,686,328 | 1,823,751 | ||||||
| Amortization of capitalized software costs | 483,832 | 935,766 | ||||||
| Loss on fair value of stock issued on vendor settlement | 33,750 | - | ||||||
| Bad debt expense | 100,810 | - | ||||||
| Stock option and other noncash compensation | 4,879,170 | 9,762,241 | ||||||
| Total Modified EBITDA adjustments | 7,195,636 | 13,312,229 | ||||||
| Modified EBITDA | $ | (1,048,967 | ) | $ | (1,684,289 | ) |
We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and | |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements. |
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