Exhibit 99.1
Forian Inc.
Announces Fourth Quarter and Full Year 2021 Financial Results
FY21 revenue of $16.9 million met high end of revenue outlook
Company provides outlook for continued growth in FY22
Newtown, PA / March 24, 2022 / Forian
Inc. (NASDAQ: FORA), a provider of technology, analytics and data science driven solutions for the healthcare and cannabis
industries, today announced results for the quarter and year ended December 31, 2021.
“We have achieved many milestones in the last year” said Max Wygod, Forian Executive Chairman. “We have grown revenue tremendously, won key
accounts, built out the Forian team and completed the acquisition of Helix Technologies, not to mention successfully listing on Nasdaq.”
Forian Chief Executive Officer Dan Barton said, “We had our highest revenue quarter as a result of strong focus on sales execution and
continued investment in innovative products. We are expecting continued revenue growth as we expand our customer base and product portfolio. I want to thank all of our hard-working
employees that drove these outstanding results.”
Fourth Quarter 2021 Financial Results
| ● |
Forian delivered the following results for the fourth quarter of 2021:
|
|
Three Months Ended
December 31,
|
Year-over-
Year
% Change
|
|||||||||||
|
2021
Unaudited |
2020
Unaudited |
|||||||||||
|
Total revenue
|
$
|
5,749,366
|
$
|
209,950
|
N/M
|
|
||||||
|
Net Loss
|
$ |
(8,048,790
|
)
|
$ |
(2,351,493
|
)
|
(242.3
|
)%
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.25
|
)
|
$
|
(0.14
|
)
|
(78.6
|
)%
|
||||
|
Pro Forma Revenue
|
$
|
5,749,366
|
$
|
3,187,981
|
80.3
|
%
|
||||||
|
Adjusted EBITDA1
|
$
|
(4,509,769
|
)
|
$
|
(1,669,875
|
)
|
(169.9
|
)%
|
||||
| ● |
Revenue for the quarter was $5.7 million, an increase of $5.5 million versus the prior year. On a pro forma basis, revenue grew 80% year-over-year and 16%
sequentially over the third quarter of 2021.
|
| ● |
Net Loss for the quarter was $8.0 million, or $0.25 per share, compared to $2.4 million, or $0.14 per share, in the prior year and $6.9 million, or $0.22 per share, in the third quarter of 2021.
|
| ● |
Adjusted EBITDA1 for the quarter was negative $4.5 million compared to negative $1.7 million for the prior year and negative $4.1 million for the
third quarter of 2021.
|
| ● |
Cash and Marketable Securities at the end of the quarter was $31.1 million.
|
Full Year 2021 Financial Results
| ● |
Forian delivered the following results for the full year of 2021:
|
|
Year Ended
December 31,
|
Year-over-
Year
% Change
|
|||||||||||
|
2021
|
2020
|
|||||||||||
|
Total revenue
|
$
|
16,879,715
|
$
|
544,871
|
N/
|
M
|
||||||
|
Net Loss
|
$ |
(26,551,105
|
)
|
$ |
(4,980,183
|
)
|
(433.1
|
)%
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.90
|
)
|
$
|
(0.38
|
)
|
(136.8
|
)%
|
||||
|
Pro Forma Revenue
|
$
|
18,889,025
|
$
|
12,323,333
|
53.3
|
%
|
||||||
|
Adjusted EBITDA1
|
$ |
(15,119,219
|
)
|
$ |
(4,083,464
|
)
|
(270.3
|
)%
|
||||
| ● |
Revenue for the full year was $16.9 million, an increase of $16.3 million versus the prior year. On a pro forma basis, revenue grew 53% year-over-year.
|
| ● |
Net Loss for the full year was $26.6 million, or $0.90 per share, compared to $5.0 million, or $0.38 per share, in the prior year.
|
| ● |
Adjusted EBITDA1 for the full year was negative $15.1 million, compared to negative
$4.1 million for the prior year.
|
1This release uses non-GAAP financial measures that are adjusted for the impact of various U.S. GAAP items. See the section
titled “Non-GAAP Financial Measures” and the tables entitled “Reconciliation of U.S.
GAAP to Non-GAAP Financial Measures” below for details.
Fourth Quarter Operational Highlights
| ● |
Healthcare revenue surpassed cannabis revenue in the fourth quarter
|
| ● |
Launched new SaaS analytical offering, Cannalytics®, to dispensary clients
|
| ● |
Expanded our data assets to cover 4.9 million annual U.S. cannabis consumers
|
| ● |
Invested in additional product, engineering, data science and sales talent
|
Full Year 2021 Operational Highlights
| ● |
Merged with Helix Technologies, Inc. and completed the listing of Forian on the Nasdaq in conjunction with the merger
|
| ● |
Achieved meaningful growth in information services backlog
|
| ● |
Added data assets representing over $3.4B in cannabis gross merchandise value
|
| ● |
Acquired a market leading position in cannabis point of sale market
|
| ● |
Awarded new states and services to secure leading position in cannabis track and trace regulatory market
|
Full Year 2022 Outlook
The Company is sharing the following outlook for the year ending December 31, 2022:
| • |
Revenue growth of 51% to 60% resulting in total revenue in the range of $25.5 to $27 million
|
| • |
Improvement in Adjusted EBITDA loss beginning in the second half of 2022 reaching positive Adjusted EBITDA contribution in the second half of 2023
|
The outlook provided above constitutes forward-looking information within the meaning of applicable securities laws and is based on a
number of assumptions and subject to a number of risks. See “Cautionary Statements
Regarding Forward-Looking Statements” below.
Quarterly Conference Call and Webcast
Forian will host a conference call and webcast at 4:30 p.m. ET
today to discuss its financial results with the investment community. The conference call may be accessed by dialing (855) 940-5323 for domestic callers or (929) 517-0423 for international callers. The Conference ID is 1275289. The webcast will
be available live at https://edge.media-server.com/mmc/p/7q8gypu2. To be included on the Company’s email distribution
list, please sign up at www.forian.com/investors.
About Forian
Forian provides a unique suite of SaaS solutions, data
management capabilities and proprietary data and analytics to optimize and measure operational, clinical and financial performance for customers within the traditional and emerging life sciences, healthcare payer and provider segments, as well as
cannabis dispensaries, manufacturers, cultivators and regulators. For more information, please visit the Company’s website at www.forian.com.
Media and Investor Contact:
267-225-6263
forian.com/investors
ir@forian.com
Source: Forian Inc.
Cautionary Statements Regarding Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such
as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions and variations or negatives of these words. In particular, this release includes an estimate of our full year 2022 revenue
outlook as of March 24, 2022. Estimating financial performance accurately for future periods is difficult as it involves assumptions and internal estimates that may prove to be incorrect and is based on plans and circumstances that may change.
There is therefore a significant risk that actual results could differ materially from the outlook we have provided in this presentation, and we have no obligation to update such outlook. Forward-looking statements by their nature address matters
that involve risks and uncertainties, many of which are beyond the control of Forian, and are not guarantees of future results, such as statements about the anticipated benefits of the business combination transaction involving Forian, Medical
Outcomes Research Analytics, LLC and Helix Technologies, Inc., future financial and operating results, company strategy and intended product offerings and market positioning. These and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Factors that could
cause actual results to differ include, but are not limited to, those risks and uncertainties associated with: the impact of the COVID-19 pandemic on Forian’s business, operations, strategy and goals; Forian’s ability to execute on its strategy;
the timing of the introduction of new product offerings; and the additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Forian's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with
the SEC on March 31, 2021, and elsewhere in Forian’s filings and reports with the SEC. Forward-looking statements contained in this announcement are made as of the date hereof, and Forian undertakes no duty to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.
CONSOLIDATED BALANCE SHEETS
|
December 31,
2021 |
December 31,
2020 |
|||||||
|
ASSETS
|
(Unaudited)
|
|||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
18,663,805
|
$
|
665,463
|
||||
|
Marketable securities
|
12,399,361
|
11,501,844
|
||||||
|
Accounts receivable, net
|
1,947,540
|
22,996
|
||||||
|
Contract assets
|
1,056,891
|
196,701
|
||||||
|
Prepaid expenses
|
1,017,927
|
120,979
|
||||||
|
Other assets
|
900,242
|
—
|
||||||
|
Total current assets
|
35,985,766
|
12,507,983
|
||||||
|
|
||||||||
|
Property and equipment, net
|
1,531,959
|
46,358
|
||||||
|
Intangible assets, net
|
9,051,184
|
—
|
||||||
|
Goodwill
|
9,099,372
|
—
|
||||||
|
Right of use assets, net
|
859,637
|
—
|
||||||
|
Deposits and other assets
|
314,443
|
—
|
||||||
|
Total assets
|
$
|
56,842,361
|
$
|
12,554,341
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
1,125,067
|
647,601
|
||||||
|
Accrued expenses
|
4,068,109
|
480,741
|
||||||
|
Short-term operating lease liabilities
|
247,325
|
-
|
||||||
|
Notes payable
|
13,122
|
-
|
||||||
|
Warrant liability
|
369,234
|
-
|
||||||
|
Deferred revenues
|
976,268
|
158,884
|
||||||
|
Total current liabilities
|
6,799,125
|
1,287,226
|
||||||
|
|
||||||||
|
Long-term liabilities:
|
||||||||
|
Long-term operating lease liabilities
|
611,523
|
-
|
||||||
|
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related
party.)
|
24,260,448
|
-
|
||||||
|
Total long-term liabilities
|
24,871,971
|
-
|
||||||
|
Total liabilities
|
31,671,096
|
1,287,226
|
||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders' equity:
|
||||||||
|
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of December 31, 2021 and December
31, 2020
|
-
|
-
|
||||||
|
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,773,154 issued and outstanding as of December 31, 2021 and
21,233,039 issued and outstanding as of December 31, 2020.
|
31,773
|
21,233
|
||||||
|
Additional paid-in capital
|
57,959,622
|
17,514,907
|
||||||
|
Accumulated other comprehensive loss
|
-
|
-
|
||||||
|
Accumulated deficit
|
(32,820,130
|
)
|
(6,269,025
|
)
|
||||
|
Total stockholders' equity
|
25,171,265
|
11,267,115
|
||||||
|
Total liabilities and stockholders' equity
|
$
|
56,842,361
|
$
|
12,554,341
|
||||
FORIAN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
Three months ended December 31
|
Year ended December 31
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
5,290,421
|
$
|
209,950
|
$
|
14,952,247
|
$
|
544,871
|
||||||||
|
Services
|
264,128
|
-
|
1,122,528
|
$
|
-
|
|||||||||||
|
Other
|
194,817
|
-
|
804,940
|
$
|
-
|
|||||||||||
|
Total revenues
|
5,749,366
|
209,950
|
16,879,715
|
544,871
|
||||||||||||
|
Costs and Expenses:
|
||||||||||||||||
|
Cost of revenues
|
1,688,518
|
38,293
|
4,717,175
|
38,293
|
||||||||||||
|
Research and development
|
2,915,797
|
1,035,451
|
8,975,745
|
2,509,666
|
||||||||||||
|
Sales and marketing
|
1,277,977
|
422,590
|
4,142,190
|
573,851
|
||||||||||||
|
General and administrative
|
7,428,286
|
391,489
|
23,464,267
|
1,534,854
|
||||||||||||
|
Depreciation and amortization
|
605,179
|
3,623
|
1,986,816
|
8,555
|
||||||||||||
|
Transaction related expenses
|
-
|
667,775
|
1,210,279
|
863,409
|
||||||||||||
|
Total costs and expenses
|
13,915,757
|
2,559,221
|
44,496,472
|
5,528,628
|
||||||||||||
|
Loss From Operations
|
(8,166,391
|
)
|
(2,349,271
|
)
|
(27,616,757
|
)
|
(4,983,757
|
)
|
||||||||
|
Other Income (Expense):
|
||||||||||||||||
|
Change in fair value of warrant liability
|
131,876
|
-
|
878,481
|
-
|
||||||||||||
|
Interest and investment income
|
2,208
|
(2,222
|
)
|
6,809
|
3,574
|
|||||||||||
|
Interest expense
|
(221,054
|
)
|
-
|
(322,379
|
)
|
-
|
||||||||||
|
Foreign currency related gains
|
227,082
|
-
|
525,252
|
-
|
||||||||||||
|
Total other income, net
|
140,112
|
|
(2,222
|
)
|
1,088,163
|
3,574
|
||||||||||
|
Net loss before income taxes
|
(8,026,279
|
)
|
(2,351,493
|
)
|
(26,528,594
|
)
|
(4,980,183
|
)
|
||||||||
|
Income tax expense
|
(22,511
|
)
|
-
|
(22,511
|
)
|
-
|
||||||||||
|
Net Loss
|
(8,048,790
|
)
|
(2,351,493
|
)
|
(26,551,105
|
)
|
(4,980,183
|
)
|
||||||||
|
Other comprehensive loss:
|
||||||||||||||||
|
Changes in foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
||||||||||||
|
Total other comprehensive loss
|
-
|
-
|
-
|
-
|
||||||||||||
|
Total comprehensive loss
|
$
|
(8,048,790
|
)
|
$
|
(2,351,493
|
)
|
$
|
(26,551,105
|
)
|
$
|
(4,980,183
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.25
|
)
|
$
|
(0.14
|
)
|
$
|
(0.90
|
)
|
$
|
(0.38
|
)
|
||||
|
Weighted-average shares outstanding:
|
31,642,724
|
16,765,572
|
29,527,608
|
13,189,623
|
||||||||||||
FORIAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Years Ended December 31,
|
||||||||
|
2021
(Unaudited) |
2020
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(26,551,105
|
)
|
$
|
(4,980,183
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
1,986,816
|
8,555
|
||||||
|
Amortization on right of use asset
|
223,047
|
-
|
||||||
|
Amortization of debt issuance costs
|
1,778
|
-
|
||||||
|
Accrued interest on Convertible Notes
|
280,000
|
-
|
||||||
|
Realized and unrealized gain on marketable securities
|
(4,427
|
)
|
(3,574
|
)
|
||||
|
Provision for doubtful accounts
|
(350,991
|
)
|
-
|
|||||
|
Stock-based compensation expense
|
9,300,443
|
28,329
|
||||||
|
Change in fair value of warrant liability
|
(878,481
|
)
|
-
|
|||||
|
Non-cash transaction expenses
|
389,976
|
-
|
||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(1,085,100
|
)
|
(22,996
|
)
|
||||
|
Contract assets
|
(840,062
|
)
|
(196,701
|
)
|
||||
|
Prepaid expenses
|
(681,884
|
)
|
(95,614
|
)
|
||||
|
Changes in lease liabilities during the year
|
(248,561
|
)
|
-
|
|||||
|
Deposits and other assets
|
(705,735
|
)
|
-
|
|||||
|
Accounts payable
|
(204,413
|
)
|
641,201
|
|||||
|
Accrued expenses
|
1,614,705
|
211,365
|
||||||
|
Deferred revenues
|
496,448
|
158,884
|
||||||
|
Net cash used in operating activities
|
(17,257,546
|
)
|
(4,250,734
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Additions to property and equipment
|
(1,443,042
|
)
|
(51,494
|
)
|
||||
|
Purchase of marketable securities
|
(34,902,392
|
)
|
(11,348,503
|
)
|
||||
|
Sale of marketable securities
|
34,009,302
|
-
|
||||||
|
Cash acquired as part of business combination
|
1,310,977
|
-
|
||||||
|
Net cash used in investing activities
|
(1,025,155
|
)
|
(11,399,997
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from Stockholders' contributions
|
-
|
16,315,700
|
||||||
|
Proceeds from exercise of MOR Class B options
|
292,830
|
-
|
||||||
|
Payments on notes payable and financing arrangements
|
(7,679
|
)
|
-
|
|||||
|
Proceeds from exercise of common stock options
|
48,570
|
-
|
||||||
|
Proceeds from sale of common stock
|
11,968,652
|
-
|
||||||
|
Proceeds from the issuance of convertible notes payable
|
23,978,670
|
-
|
||||||
|
Net cash provided by financing activities
|
36,281,043
|
16,315,700
|
||||||
|
Net change in cash
|
17,998,342
|
664,969
|
||||||
|
Cash and cash equivalents, beginning of year
|
665,463
|
494
|
||||||
|
Cash and cash equivalents, end of year
|
$
|
18,663,805
|
$
|
665,463
|
||||
|
Supplemental disclosure of cash flow information
|
||||||||
|
Cash paid for interest
|
$
|
724
|
$
|
-
|
||||
|
Cash paid for taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-cash Investing and Financing Activities:
|
||||||||
|
Conversion of promissory notes to Series S units
|
$
|
-
|
$
|
184,300
|
||||
|
Non-cash consideration for Helix acquisition
|
$
|
18,454,784
|
$
|
-
|
||||
In this press release, we have provided certain non-GAAP measures, which we define as financial information that has not been prepared in accordance with
U.S. GAAP. The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) presented on both a historical basis and a “pro forma” basis reflecting the acquisition of Helix
Technologies, Inc. as of the beginning of the periods presented. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, net income or loss calculated in accordance with U.S. GAAP (referred to below as “Net loss”).
Adjusted EBITDA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including
developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help our management identify additional trends in our Company’s financial results that may not be shown
solely by period-to-period comparisons of net income. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that
Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted
EBITDA, but included in net income, as well as trends in those items.
We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our
management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that
providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and
tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors
need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the
corresponding U.S. GAAP measures provided by each company under applicable SEC rules.
The following is an explanation of the items excluded by us from Adjusted EBITDA but included in net loss:
| • |
Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful
life of the related assets. We exclude depreciation and amortization expense from Adjusted EBITDA because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of
our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, we believe that this exclusion
assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to
future revenue generation and should also note that such expense will recur in future periods.
|
| • |
Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists
management and investors in making period-to-period comparisons in our Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business
operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based
compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our Company’s operating performance and the operating performance of other companies that may use different forms of employee
compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the
periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
|
| • |
Interest Expense. Interest expense is associated with the 3.5% Convertible Notes due 2025 entered into on September 1, 2021, in the amount of $24,000,000. The Notes are due on September 1, 2025, and accrued interest at an annual
rate of 3.5%. We exclude interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of our business operations and, accordingly, its exclusion assists management and investors in making
period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest expense associated with the Notes
will recur in future periods.
|
| • |
Investment Income. Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which we invest. Interest and investment income can vary over time due to a variety of financing transactions,
changes in interest rates, cash used to fund operations and capital expenditures and acquisitions that we have entered into or may enter into in the future. We exclude interest and investment income from Adjusted EBITDA (i) because these
items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist
management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.
|
| • |
Foreign Currency Related Gains. Foreign currency related gains result from foreign currency transactions and translation gains and losses related to Engeni SA, a subsidiary of our Company acquired as part of the acquisition of Helix. We
exclude foreign currency related gains from Adjusted EBITDA (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making
period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future
periods.
|
| • |
Other Items.
We engage in other activities and transactions that can impact our net loss. In the periods being reported, these other items included, (i) change in fair value of warrant liability which related to warrants assumed in the acquisition of
Helix; (ii) transaction related expenses which consist of professional fees and other expenses incurred in connection with the acquisition of Helix; (iii) other income which consists of profits on marketable security investments; and (iv)
loss on impairment of goodwill. We exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our business operations and, accordingly, their
exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods.
|
| • |
Income tax expense. Medical Outcomes Research Analytics, LLC was organized as a limited liability company until the completion of the Helix acquisition. As a result, we were treated as a partnership for federal and state income tax purposes through
March 2, 2021, and our taxable income and losses are reported by our members on their individual tax returns for such period. Therefore, we did not record any income tax expense or benefit through March 2, 2021. We expect to incur a net
loss for financial reporting and income tax reporting purposes for this year. Accordingly, any benefit for federal and state income taxes benefit has been entirely offset by a valuation allowance against the related deferred tax net
assets. We exclude the income tax expense from Adjusted EBITDA (i) because we believe that the income tax expense is not directly attributable to the underlying performance of our business operations and, accordingly, its exclusion
assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.
|
There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S. GAAP and may be
different from non-GAAP financial measures provided by other companies.
The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results.
In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are adjusted to calculate our non-GAAP financial measures. We compensate for these limitations by analyzing current and
future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in our public disclosures.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business and to view our non-GAAP financial measures in conjunction with the most directly comparable
U.S. GAAP financial measures.
|
Reconciliation of US GAAP to Non-GAAP Financial Measures
Historical (Unaudited) |
||||||||||||||||
|
Quarter Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
5,290,421
|
$
|
209,950
|
$
|
14,952,247
|
$
|
544,871
|
||||||||
|
Services
|
264,128
|
-
|
1,122,528
|
-
|
||||||||||||
|
Other
|
194,817
|
-
|
804,940
|
-
|
||||||||||||
|
Total revenues
|
$
|
5,749,366
|
$
|
209,950
|
$
|
16,879,715
|
$
|
544,871
|
||||||||
|
Net loss
|
$
|
(8,048,790
|
)
|
$
|
(2,351,493
|
)
|
$
|
(26,551,105
|
)
|
$
|
(4,980,183
|
)
|
||||
|
Depreciation & amortization
|
605,179
|
3,623
|
1,986,816
|
8,555
|
||||||||||||
|
Stock based compensation expense
|
3,051,443
|
7,998
|
9,300,443
|
28,329
|
||||||||||||
|
Change in fair value of warrant liability
|
(131,876
|
)
|
-
|
(878,481
|
)
|
-
|
||||||||||
|
Transaction related expenses
|
-
|
667,775
|
1,210,279
|
863,409
|
||||||||||||
|
Interest and investment income (expense)
|
218,846
|
2,222
|
315,570
|
(3,574
|
)
|
|||||||||||
|
Foreign currency related gains
|
(227,082
|
)
|
-
|
(525,252
|
)
|
-
|
||||||||||
|
Income tax expense
|
22,511
|
-
|
22,511
|
-
|
||||||||||||
|
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
(4,509,769
|
)
|
$
|
(1,669,875
|
)
|
$
|
(15,119,219
|
)
|
$
|
(4,083,464
|
)
|
||||
|
Reconciliation of US GAAP to Non-GAAP Financial Measures
Pro Forma (Unaudited) |
||||||||||||||||
|
Quarter Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
5,290,421
|
$
|
2,610,146
|
$
|
16,581,325
|
$
|
9,953,647
|
||||||||
|
Services
|
264,128
|
363,369
|
1,356,218
|
1,344,824
|
||||||||||||
|
Other
|
194,817
|
214,466
|
951,482
|
1,024,862
|
||||||||||||
|
Total revenues
|
$
|
5,749,366
|
$
|
3,187,981
|
$
|
18,889,025
|
$
|
12,323,333
|
||||||||
|
Net loss
|
$
|
(8,048,790
|
)
|
$
|
(3,353,007
|
)
|
$
|
(28,980,168
|
)
|
$
|
(50,001,000
|
)
|
||||
|
Depreciation & amortization
|
605,179
|
2,050,781
|
2,547,585
|
3,821,000
|
||||||||||||
|
Stock based compensation expense
|
3,051,443
|
137,797
|
9,463,386
|
1,773,000
|
||||||||||||
|
Change in fair value of warrant liability
|
(131,876
|
)
|
550,717
|
(270,369
|
)
|
(132,000
|
)
|
|||||||||
|
Gain on asset disposal
|
-
|
(240,000
|
)
|
-
|
(240,000
|
)
|
||||||||||
|
Loss on impairment of goodwill
|
-
|
-
|
-
|
41,333,000
|
||||||||||||
|
Transaction related expenses
|
-
|
(375,507
|
)
|
2,096,054
|
-
|
|||||||||||
|
Interest and investment income (expense)
|
218,846
|
25,323
|
325,712
|
218,000
|
||||||||||||
|
Foreign currency related gains
|
(227,082
|
)
|
-
|
(525,252
|
)
|
-
|
||||||||||
|
Other income
|
-
|
(31,000
|
)
|
(55,006
|
)
|
(31,000
|
)
|
|||||||||
|
Income tax expense
|
22,511
|
-
|
22,511
|
-
|
||||||||||||
|
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
(4,509,769
|
)
|
$
|
(1,234,896
|
)
|
$
|
(15,375,547
|
)
|
$
|
(3,259,000
|
)
|
||||