Harrow files NT 10-K late filing notice for 2024 annual report, citing controls review

Harrow, Inc. (Nasdaq: HROW) said on March 17, 2025 that it could not file its annual report on Form 10-K for the fiscal year ended December 31, 2024 on time. The company filed a Form NT 10-K late filing notice and said it needs more time for certain accounting analyses, to complete management's evaluation of internal controls over financial reporting, and to prepare certain disclosures.

What the notice says

Form NT 10-K is filed under Rule 12b-25 when a company expects a periodic report to be late. Harrow checked the Part II box. By doing so it states that the reason for the delay could not be eliminated without unreasonable effort or expense, and that the 10-K will be filed on or before the fifteenth calendar day after the prescribed due date.

The company says management has been working to complete the required information. It anticipates two things. First, the 10-K will not change the preliminary unaudited results for the full year and fourth quarter of 2024 that it announced in a press release dated March 17, 2025. Second, the 10-K will be filed as soon as practicable, and no later than the fifteenth calendar day after the due date.

The form also answers two further questions. Harrow answered yes when asked whether all other periodic reports required over the preceding 12 months had been filed. It answered yes when asked whether a significant change in results of operations from the prior year is expected, and it attached the preliminary figures. Andrew R. Boll, chief financial officer, signed the notice and is its contact.

The preliminary figures

For the three months ended December 31, 2024, Harrow gave these ranges: revenues of $65 million to $67 million, net income of $5 million to $7 million, and adjusted EBITDA of $21 million to $23 million. For the full year, it gave revenues of $198 million to $200 million, a net loss of $17 million to $19 million, and adjusted EBITDA of $39 million to $41 million.

Adjusted EBITDA is a non-GAAP measure. Harrow defines it as net income or loss before stock-based compensation and expenses, impairment of intangible assets, interest, taxes, depreciation, amortization, investment loss and other items, and the company says it has limitations and is not an alternative to gross profit or net loss.

The reconciliation in the notice adds back items in whole dollars. For the full year, stock-based compensation and expenses are $17,619,000, interest expense, net is $22,786,000, amortization of intangible assets is $11,783,000, and investment loss is $3,171,000. The full-year adjusted EBITDA range in the reconciliation is $38,808,000 to $40,808,000. The fourth quarter range is $20,712,000 to $22,712,000.

What the delay leaves open

The notice says the 10-K will not change these preliminary numbers, but it says the company still has to finish accounting analyses and its evaluation of internal controls. The notice does not say which analyses remain, whether any control weakness has been found, or whether the auditor has raised a point. Either item could bear on the final figures, and the notice does not address either.

The full-year figures also contain a net loss while the fourth quarter shows net income, and interest expense of $22,786,000 for the year is large against the adjusted EBITDA range. The notice does not explain how the company will service its debt, and it does not give a cash balance for the year end.

The notice sets a timetable of no later than the fifteenth calendar day after the prescribed due date. It does not say what the company would do if the 10-K is not filed within that window.

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