EX-99.1 2 cxdo_ex991.htm PRESS RELEASE cxdo_ex991.htm

EXHIBIT 99.1

 

 

Crexendo Announces Third Quarter 2022 Results

 

PHOENIX, AZ - (Marketwired – November 10, 2022)

 

Crexendo, Inc. (NASDAQ: CXDO) is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, and collaboration services with video designed to provide enterprise-class cloud communication solutions to any size business through our business partners, software licensees, agents and direct channels. Our solutions currently support over 2.5 million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. We provide our services through two divisions, our Telecommunications Division and our Software Division. Today, the Company reported financial results for the third quarter ended September 30, 2022.

 

Third Quarter Financial highlights:

 

·

Total revenue increased 3% year-over-year to $9.1 million.

·

GAAP net loss of $(696,000) or a $(0.03) loss per basic and diluted common share.

·

Non-GAAP net income of $713,000 or $0.03 per basic and diluted common share.

 

Financial Results for the Third quarter of 2022

 

Consolidated total revenue for the third quarter of 2022 increased 3% to $9.1 million compared to $8.8 million for the third quarter of 2021.

 

Consolidated service revenue for the third quarter of 2022 increased 3% to $4.5 million compared to $4.3 million for the third quarter of 2021.

 

Consolidated software solutions revenue for the third quarter of 2022 increased 2% to $3.9 million compared to $3.8 million for the third quarter of 2021.

 

Consolidated product revenue for the third quarter of 2022 increased 8% to $760,000 compared to $701,000 for the third quarter of 2021.

 

Consolidated operating expenses for the third quarter of 2022 increased 10% to $9.7 million compared to $8.8 million for the third quarter of 2021.

 

The Company reported a net loss of $(696,000) for the third quarter of 2022, or a $(0.03) loss per basic and diluted common share, compared to a net loss of $(125,000), or $(0.01) loss per basic and diluted common share for the third quarter of 2021.

 

Non-GAAP net income of $713,000 for the third quarter of 2022, or $0.03 per basic and diluted common share, compared to non-GAAP net income of $800,000 or $0.04 per basic common share and $0.03 diluted common share for the third quarter of 2021.

 

EBITDA for the third quarter of 2022 of $79,000, compared to $622,000 for the third quarter of 2021. Adjusted EBITDA for the third quarter of 2022 of $938,000, compared to $1.0 million for the third quarter of 2021.

 

Financial Results for the nine months ended September 30, 2022

 

Consolidated total revenue for the nine months ended September 30, 2022 increased 37% to $26.1 million compared to $19.1 million for the nine months ended September 30, 2021.

 

 

 

 

Consolidated service revenue for the nine months ended September 30, 2022 increased 5% to $13.4 million compared to $12.8 million for the nine months ended September 30, 2021.

 

Consolidated software solutions revenue for the nine months ended September 30, 2022 increased 124% to $10.7 million compared to $4.8 million for the nine months ended September 30, 2021. For comparison purposes, the nine months ended September 30, 2021 only includes four months of activity from our June 1, 2021 acquisition of the software solutions segment.

 

Consolidated product revenue for the nine months ended September 30, 2022 increased 29% to $1.9 million compared to $1.5 million for the nine months ended September 30, 2021.

 

Consolidated operating expenses for the nine months ended September 30, 2022 increased 37% to $28.9 million compared to $21.1 million for the nine months ended September 30, 2021. For comparison purposes, the nine months ended September 30, 2021 only includes four months of operating expenses from our June 1, 2021 acquisition of the software solutions segment.

 

The Company reported net loss of $(2.8) million for the nine months ended September 30, 2022, or $(0.13) loss per basic and diluted common share, compared to net loss of $(1.8) million, or $(0.09) loss per basic and diluted common share for the nine months ended September 30, 2021.

 

Non-GAAP net income of $1.6 million for the nine months ended September 30, 2022, or $0.07 per basic common share and $0.06 per diluted common share, compared to non-GAAP net income of $1.1 million or $0.06 per basic common share and $0.05 per diluted common share for the nine months ended September 30, 2021.

 

EBITDA loss for the nine months ended September 30, 2022 of $(927,000), compared to a loss of $(1.1) million for the nine months ended September 30, 2021. Adjusted EBITDA for the nine months ended September 30, 2022 of $1.9 million, compared to $1.1 million for the nine months ended September 30, 2021.

 

Total cash and cash equivalents at September 30, 2022 was $4.8 million compared to $7.5 million at December 31, 2021.

 

Cash used for operating activities for the nine months ended September 30, 2022 of $(2.7) million compared to $(473,000) used for the nine months ended September 30, 2021. Cash used for investing activities for the nine months ended September 30, 2022 of $(192,000) compared to $(10.6) million used for the nine months ended September 30, 2021. Cash used for financing activities for the nine months ended September 30, 2022 of $(36,000) compared to cash provided by investing activities of $1.1 million for the nine months ended September 30, 2021.

 

Steven G. Mihaylo, Chief Executive Officer commented, “I am very pleased with our results, the results give us much to be excited about. This quarter we reached a very important milestone as we exceeded nine million dollars in revenue, which is a high-water mark for us, I am convinced that is only the beginning of additional impressive milestones. We have closed the acquisition of Allegiant Networks, which is a very strong telecom company that provides many advantages to us including providing a substantial presence in the mid-west. The acquisition of Allegiant is a continuation of our growth strategy and will make an instant impact as I know the acquisition is highly accretive. In addition, the acquisition of Allegiant is very important as they were acquired from the Crexendo “fishing pond” which is our description of our base of over 200+ software solution licensees. Allegiant is currently one of our licensees on our platform and already has customers on the Crexendo platform and we will benefit from migrating those that are not on our platform over to Crexendo. That migration will have the dual benefit of providing additional benefits and support to the customers and increasing our margins. Allegiant has incredible products and services, including being a Managed Service Provider (MSP), which expands substantially the Crexendo offerings and opens up additional sales opportunities for all of our locations. With the acquisition we also add additional data centers providing additional redundancy, security, and reliability to Crexendo customers. Perhaps most importantly we have acquired a remarkable staff led by Bryan Dancer, who I have known for over 20 years and who shares the Crexendo commitment to providing our customers with the best products and services that are available anywhere.  Finally, we made the acquisition without mortgaging the future of Crexendo, the only debt acquired is a small note that we expect will be paid out of profits from the acquisition. The acquisition is a huge win for us, our shareholders, and our customers”

 

 
2

 

 

 

Mihaylo added ”We continue to grow the business. I was encouraged with Non-GAAP net income of $713,000 or $0.03 per basic and diluted common share, which shows we are managing the business effectively. This is even more impressive considering the substantial economic uncertainty and headwinds that everyone is facing.  I am convinced we will continue to have positive cash flow to grow the business and that our customer base will continue to grow both in the software solution division and service division. With that said, we are working to increase the average sale and the size of our customers. We are working to hone marketing into those larger mid-size and enterprise markets. I am convinced we will grow sales and profits. We will also continue to look for accretive acquisitions on terms that don’t cause substantial debt. We will continue to watch every penny we spend and continue to increase shareholder value. I am very proud of our results and very proud of our team.”

 

Doug Gaylor, President, and Chief Operating Officer stated “I too am encouraged with our Q3 results. I am very excited about the Allegiant acquisition and working with the Allegiant team on growing our business organically. The closing of Allegiant is just one of the many steps we have taken in continuing to fulfill our plan. What we have done in a short time is remarkable, we were able to make the business steadily Non-GAAP profitable, able to organically up list to the Nasdaq exchange, able to accomplish a major transformation acquisition in NetSapiens and able to access the Crexendo fishing pond with another accretive acquisition while growing the business organically. The acquisition of Allegiant is a win-win for all parties including the Allegiant customers, our employees, and most importantly our shareholders. We will not rest on the success of this quarter, we will continue to perform, we will work on Steve’s initiatives of sales and marketing, and I am convinced substantially grow the business.”

 

Conference Call

 

The Company is hosting a conference call today, November 10, 2022, at 4:30 PM EST. The dial-in number for domestic participants is 844-369-8770 and 862-298-0840 for international participants. Please dial in five minutes prior to the beginning of the call at 4:30 PM EST and reference participant access code Crexendo. A replay of the call will be available until November 17, 2022, by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 47050.

 

About Crexendo

 

Crexendo, Inc. is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, video conferencing and collaboration services with video designed to provide enterprise-class cloud communication solutions to any size business through our business partners, agents, and direct channels. Our solutions currently support over 2.5 million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States.

 

Safe Harbor Statement 

 

This press release contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. The words "believe," "expect," "anticipate," "estimate," "will" and other similar statements of expectation identify forward-looking statements. Specific forward-looking statements in this press release include information about Crexendo (i) being very pleased with the results and the results being the beginning of additional impressive milestones; (ii) believing the acquisition of Allegiant Networks providing many advantages; the acquisition being highly accretive; (iii) believing the acquisition of Allegiant being very important as they were acquired from the Crexendo “fishing pond”; (iv) believing that  migrating acquired customers to the Crexendo platform will have the dual benefit of providing additional benefits and support to the customers and increasing  margins; (v) Allegiant expanding substantially the Crexendo offerings and opening up additional sales opportunities;.(vi) adding additional  redundancy, security, and reliability to Crexendo customers; (vii) making the acquisition without mortgaging the future and that  the only debt acquired is a small note that is expected to be paid out of profits from the acquisition; (vii) believing it is managing the business effectively; (viii) believing it will continue to have positive cash flow to  grow the business and that its customer base will continue to grow both in the software solution division and service division; (ix) working to increase the average sale of  customers and honing marketing into those larger mid-size and enterprise markets; (x) being convinced it will grow sales and profits; (xi) looking for accretive acquisitions on terms that don’t cause substantial debt; (xii) continuing to watch every penny spent and continue to increase shareholder value; (xiii) growing the business organically; (xiv) continuing to fulfill its plan; (xv) believing that acquisition of Allegiant  is a win-win for all parties including the Allegiant customers, its employees, and shareholders; (xvi)  not resting on the success of this quarter and continuing  to perform while working on  initiatives of sales and marketing and substantially grow the business.

 

For a more detailed discussion of risk factors that may affect Crexendo’s operations and results, please refer to the company's Form 10-K for the year ended December 31, 2021, and quarterly Form 10-Qs as filed with the SEC. These forward-looking statements speak only as of the date on which such statements are made, and the company undertakes no obligation to update such forward-looking statements, except as required by law.

 

Contact

 

Crexendo, Inc.

Doug Gaylor

President and Chief Operating Officer

602-732-7990

dgaylor@crexendo.com

 
3

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except par value and share data)

 

 

 

 

September 30, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 4,821

 

 

$ 7,468

 

Trade receivables, net of allowance for doubtful accounts of $58 as of September 30, 2022 and $72 as of December 31, 2021

 

 

4,028

 

 

 

2,177

 

Contract assets

 

 

265

 

 

 

261

 

Inventories

 

 

178

 

 

 

231

 

Equipment financing receivables

 

 

542

 

 

 

332

 

Contract costs

 

 

735

 

 

 

648

 

Prepaid expenses

 

 

996

 

 

 

358

 

Income tax receivable

 

 

-

 

 

 

11

 

Other current assets

 

 

30

 

 

 

74

 

Total current assets

 

 

11,595

 

 

 

11,560

 

 

 

 

 

 

 

 

 

 

Long-term equipment financing receivables, net

 

 

1,157

 

 

 

942

 

Property and equipment, net

 

 

2,968

 

 

 

2,989

 

Deferred income tax assets, net

 

 

986

 

 

 

986

 

Operating lease right-of-use assets

 

 

379

 

 

 

570

 

Intangible assets, net

 

 

20,512

 

 

 

22,161

 

Goodwill

 

 

36,972

 

 

 

36,972

 

Contract costs, net of current portion

 

 

1,134

 

 

 

697

 

Income tax receivable, net of current portion

 

 

386

 

 

 

-

 

Other long-term assets

 

 

254

 

 

 

275

 

Total Assets

 

$ 76,343

 

 

$ 77,152

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 416

 

 

$ 476

 

Accrued expenses

 

 

4,222

 

 

 

4,904

 

Finance leases

 

 

100

 

 

 

110

 

Notes payable

 

 

76

 

 

 

1,873

 

Operating lease liabilities

 

 

258

 

 

 

447

 

Income tax payable

 

 

-

 

 

 

24

 

Contract liabilities

 

 

2,851

 

 

 

2,738

 

Total current liabilities

 

 

7,923

 

 

 

10,572

 

 

 

 

 

 

 

 

 

 

Contract liabilities, net of current portion

 

 

177

 

 

 

290

 

Finance leases, net of current portion

 

 

117

 

 

 

193

 

Notes payable, net of current portion

 

 

1,742

 

 

 

-

 

Operating lease liabilities, net of current portion

 

 

150

 

 

 

164

 

Total liabilities

 

 

10,109

 

 

 

11,219

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001 per share - authorized 5,000,000 shares; none issued

 

 

 

 

 

 

Common stock, par value $0.001 per share - authorized 50,000,000 shares, 22,686,911 shares issued and outstanding as of September 30, 2022 and 22,054,239 shares issued and outstanding as of December 31, 2021

 

 

23

 

 

 

22

 

Additional paid-in capital

 

 

121,298

 

 

 

118,432

 

Accumulated deficit

 

 

(55,345 )

 

 

(52,533 )

Accumulated other comprehensive income

 

 

258

 

 

 

12

 

Total stockholders' equity

 

 

66,234

 

 

 

65,933

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$ 76,343

 

 

$ 77,152

 

  

 
4

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share and share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Service revenue

 

$ 4,473

 

 

$ 4,325

 

 

$ 13,427

 

 

$ 12,791

 

Software solutions revenue

 

 

3,875

 

 

 

3,784

 

 

 

10,741

 

 

 

4,796

 

Product revenue

 

 

760

 

 

 

701

 

 

 

1,944

 

 

 

1,509

 

Total revenue

 

 

9,108

 

 

 

8,810

 

 

 

26,112

 

 

 

19,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

1,375

 

 

 

1,210

 

 

 

4,249

 

 

 

3,816

 

Cost of software solutions revenue

 

 

1,170

 

 

 

1,675

 

 

 

3,987

 

 

 

2,201

 

Cost of product revenue

 

 

453

 

 

 

461

 

 

 

1,142

 

 

 

972

 

Selling and marketing

 

 

2,732

 

 

 

2,285

 

 

 

8,087

 

 

 

5,461

 

General and administrative

 

 

2,800

 

 

 

2,768

 

 

 

8,806

 

 

 

7,563

 

Research and development

 

 

1,122

 

 

 

358

 

 

 

2,630

 

 

 

1,096

 

Total operating expenses

 

 

9,652

 

 

 

8,757

 

 

 

28,901

 

 

 

21,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations

 

 

(544 )

 

 

53

 

 

 

(2,789 )

 

 

(2,013 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Interest expense

 

 

(19 )

 

 

(24 )

 

 

(57 )

 

 

(64 )

Other expense, net

 

 

(165 )

 

 

(17 )

 

 

(281 )

 

 

(14 )

Total other expense, net

 

 

(184 )

 

 

(41 )

 

 

(338 )

 

 

(77 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income tax

 

 

(728 )

 

 

12

 

 

 

(3,127 )

 

 

(2,090 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit/(provision)

 

 

32

 

 

 

(137 )

 

 

315

 

 

 

247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (696 )

 

$ (125 )

 

$ (2,812 )

 

$ (1,843 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.03 )

 

$ (0.01 )

 

$ (0.13 )

 

$ (0.09 )

Diluted

 

$ (0.03 )

 

$ (0.01 )

 

$ (0.13 )

 

$ (0.09 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,620,703

 

 

 

21,596,415

 

 

 

22,439,575

 

 

 

19,757,658

 

Diluted

 

 

22,620,703

 

 

 

21,596,415

 

 

 

22,439,575

 

 

 

19,757,658

 

 

 
5

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (2,812 )

 

$ (1,843 )

Adjustments to reconcile net loss to net cash used for operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,862

 

 

 

931

 

Share-based compensation

 

 

2,762

 

 

 

1,150

 

Non-cash operating lease amortization

 

 

(12 )

 

 

(4 )

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(1,851 )

 

 

199

 

Contract assets

 

 

(4 )

 

 

(50 )

Equipment financing receivables

 

 

(425 )

 

 

31

 

Inventories

 

 

53

 

 

 

37

 

Contract costs

 

 

(524 )

 

 

(245 )

Prepaid expenses

 

 

(638 )

 

 

(384 )

Income tax receivable

 

 

(375 )

 

 

(263 )

Other assets

 

 

65

 

 

 

335

 

Accounts payable and accrued expenses

 

 

(742 )

 

 

228

 

Income tax payable

 

 

(24 )

 

 

-

 

Contract liabilities

 

 

-

 

 

 

(595 )

Net cash used for operating activities

 

 

(2,665 )

 

 

(473 )

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(192 )

 

 

(91 )

Acquisitions of assets and businesses, net of cash received

 

 

-

 

 

 

(10,505 )

Net cash used for investing activities

 

 

(192 )

 

 

(10,596 )

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayments made on finance leases

 

 

(86 )

 

 

(71 )

Repayments made on notes payable

 

 

(55 )

 

 

(53 )

Proceeds from exercise of options

 

 

576

 

 

 

1,365

 

Dividend payments

 

 

(336 )

 

 

-

 

Taxes paid on the net settlement of stock options and RSUs

 

 

(135 )

 

 

(160 )

Net cash provided by/(used for) financing activities

 

 

(36 )

 

 

1,081

 

Effect of exchange rate changes on cash

 

 

246

 

 

 

10

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(2,647 )

 

 

(9,978 )

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

 

 

7,468

 

 

 

17,679

 

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

 

$ 4,821

 

 

$ 7,701

 

Cash used during the year for:

 

 

 

 

 

 

 

 

Income taxes, net

 

$ (96 )

 

$ (15 )

Interest expense

 

$ (57 )

 

$ (64 )

Supplemental disclosure of non-cash investing and financing information:

 

 

 

 

 

 

 

 

Stock issued for the acquisition of Centric Telecom

 

$ -

 

 

$ 346

 

Contingent consideration related to the acquisition of Centric Telecom

 

$ -

 

 

$ 746

 

Stock issued in connection with the merger with NetSapiens

 

$ -

 

 

$ 16,942

 

Stock options issued in connection with the merger with NetSapiens

 

$ -

 

 

$ 22,120

 

Property and equipment financed through finance leases

 

$ -

 

 

$ 273

 

Prepaid assets financed through finance leases

 

$ -

 

 

$ 14

 

 

 
6

 

CREXENDO, INC. AND SUBSIDIARIES

Supplemental Segment Financial Data

(In thousands)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

$ 5,233

 

 

$ 5,026

 

 

$ 15,371

 

 

$ 14,300

 

Software solutions

 

 

3,875

 

 

 

3,784

 

 

 

10,741

 

 

 

4,796

 

Consolidated revenue

 

 

9,108

 

 

 

8,810

 

 

 

26,112

 

 

 

19,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(639 )

 

 

(253 )

 

 

(2,236 )

 

 

(2,004 )

Software solutions

 

 

95

 

 

 

306

 

 

 

(553 )

 

 

(9 )

Total operating income/(loss)

 

 

(544 )

 

 

53

 

 

 

(2,789 )

 

 

(2,013 )

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(17 )

 

 

(22 )

 

 

(52 )

 

 

(58 )

Software solutions

 

 

(167 )

 

 

(19 )

 

 

(286 )

 

 

(19 )

Total other expense, net

 

 

(184 )

 

 

(41 )

 

 

(338 )

 

 

(77 )

Income/(loss) before income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(656 )

 

 

(275 )

 

 

(2,288 )

 

 

(2,062 )

Software solutions

 

 

(72 )

 

 

287

 

 

 

(839 )

 

 

(28 )

Income/(loss) before income tax provision

 

$ (728 )

 

$ 12

 

 

$ (3,127 )

 

$ (2,090 )

 

 
7

 

 

Use of Non-GAAP Financial Measures

 

To evaluate our business, we consider and use non-generally accepted accounting principles (“Non-GAAP”) net income and Adjusted EBITDA as a supplemental measure of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income to be an important indicator of overall business performance because it allows us to evaluate results without the effects of share-based compensation, acquisition related expenses, changes in fair value of contingent consideration and amortization of intangibles. We define EBITDA as U.S. GAAP net income/(loss) before interest income, interest expense, other income and expense, provision for income taxes, and depreciation and amortization. We believe EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define Adjusted EBITDA as EBITDA adjusted for acquisition related expenses, changes in fair value of contingent consideration and share-based compensation. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. We also believe use of Adjusted EBITDA facilitates investors’ use of operating performance comparisons from period to period, as well as across companies.

 

In our November 10, 2022, earnings press release, as furnished on Form 8-K, we included Non-GAAP net income, EBITDA and Adjusted EBITDA. The terms Non-GAAP net income, EBITDA, and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in analytical tools, and when assessing our operating performance, Non-GAAP net income, EBITDA, and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income/(loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:

 

 

·

EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 

·

they do not reflect changes in, or cash requirements for, our working capital needs;

 

·

they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur;

 

·

they do not reflect income taxes or the cash requirements for any tax payments;

 

·

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

 

·

while share-based compensation is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and

 

·

other companies may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

 

We compensate for these limitations by relying primarily on our U.S. GAAP results and using Non-GAAP net income, EBITDA, and Adjusted EBITDA only as supplemental support for management’s analysis of business performance. Non-GAAP net income, EBITDA and Adjusted EBITDA are calculated as follows for the periods presented.

 

Reconciliation of Non-GAAP Financial Measures

 

            In accordance with the requirements of Regulation G issued by the SEC, we are presenting the most directly comparable U.S. GAAP financial measures and reconciling the unaudited Non-GAAP financial metrics to the comparable U.S. GAAP measures.

 

 
8

 

 

Reconciliation of U.S. GAAP Net Loss to Non-GAAP Net Income

(Unaudited, in thousands, except for per share and share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

U.S. GAAP net loss

 

$ (696 )

 

$ (125 )

 

$ (2,812 )

 

$ (1,843 )

Share-based compensation

 

 

851

 

 

 

415

 

 

 

2,762

 

 

 

1,150

 

Acquisition related expenses

 

 

8

 

 

 

4

 

 

 

31

 

 

 

1,065

 

Amortization of intangible assets

 

 

550

 

 

 

506

 

 

 

1,649

 

 

 

773

 

Non-GAAP net income

 

$ 713

 

 

$ 800

 

 

$ 1,630

 

 

$ 1,145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.03

 

 

$ 0.04

 

 

$ 0.07

 

 

$ 0.06

 

Diluted

 

$ 0.03

 

 

$ 0.03

 

 

$ 0.06

 

 

$ 0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,620,703

 

 

 

21,596,415

 

 

 

22,439,575

 

 

 

19,757,658

 

Diluted

 

 

25,285,848

 

 

 

26,196,240

 

 

 

25,491,062

 

 

 

22,481,104

 

  

Reconciliation of U.S. GAAP Net Loss to EBITDA to Adjusted EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

U.S. GAAP net loss

 

$ (696 )

 

$ (125 )

 

$ (2,812 )

 

$ (1,843 )

Depreciation and amortization

 

 

623

 

 

 

569

 

 

 

1,862

 

 

 

931

 

Interest expense

 

 

19

 

 

 

24

 

 

 

57

 

 

 

64

 

Interest and other expense

 

 

165

 

 

 

17

 

 

 

281

 

 

 

13

 

Income tax provision/(benefit)

 

 

(32 )

 

 

137

 

 

 

(315 )

 

 

(247 )

EBITDA

 

 

79

 

 

 

622

 

 

 

(927 )

 

 

(1,082 )

Acquisition related expenses

 

 

8

 

 

 

4

 

 

 

31

 

 

 

1,065

 

Share-based compensation

 

 

851

 

 

 

415

 

 

 

2,762

 

 

 

1,150

 

Adjusted EBITDA

 

$ 938

 

 

$ 1,041

 

 

$ 1,866

 

 

$ 1,133

 

 

 
9