Pennsylvania
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000-22920
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11-2948749
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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99.1
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Press Release, dated May 9, 2016
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NUMEREX CORP
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Date: May 9, 2016
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/s/ Kenneth L. Gayron
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Kenneth L. Gayron
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Chief Financial Officer
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99.1
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Press Release, dated May 9, 2016
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·
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Net revenues in Q1 of 2016 were $18.1 million compared to $18.8 million in Q4 of 2015 representing a 4% sequential decline.
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Subscription and Support revenues were $15.0 million in Q1 of 2016, compared to $15.5 million in Q4 of 2015.
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Recurring Revenue as a percentage of Total Revenue of 83.0% in Q1 of 2016 compared to 82.5% in Q4 of 2015.
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Gross Margin of 62.0% on Subscription and Support Revenue in Q1 of 2016, compared to 63.3% in Q4 of 2015. Absent the one-time credit of $0.2M in Q4 of 2015, gross margin on subscriptions and support was unchanged.
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·
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Net loss was $2.3 million in Q1 of 2016 compared to a net loss of $2.4 million in Q4 of 2015.
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Adjusted EBITDA in Q1 of 2016 was $0.9 million compared to $2.0 million in Q4 of 2015.
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Net revenues in Q1 of 2016 were $18.1 million compared to $21.7 million in Q1 of 2015.
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Subscription and Support revenues were $15.0 million in Q1 of 2016, compared to $16.5 million in Q1 of 2015.
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Recurring Revenue as a percentage of Total Revenue of 83.0% in Q1 of 2016 compared to 76.2% in Q1 of 2015.
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Gross Margin of 62.0% on Subscription and Support Revenue in Q1 of 2016, compared to 59.4% in Q1 of 2015.
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Net loss was $2.3 million in Q1 of 2016, compared to net loss of $620 thousand in Q1 of 2015.
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Adjusted EBITDA in Q1 of 2016 was $0.9 million compared to $2.3 million in Q1 of 2015.
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Three Months Ended
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GAAP Measures
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March 31,
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December 31,
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March 31,
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|||||||||
($ in millions, except per share data)
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2016
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2015
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2015
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Net revenues
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$ | 18.1 | $ | 18.8 | $ | 21.7 | ||||||
Subscription and support revenues
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$ | 15.0 | $ | 15.5 | $ | 16.5 | ||||||
Recurring revenue - subscription and support revenues as a percentage of total revenue
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83.0 | % | 82.5 | % | 76.2 | % | ||||||
Gross margin -- subscription and support revenues
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62.0 | % | 63.3 | % | 59.4 | % | ||||||
Net loss
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$ | (2.3 | ) | $ | (2.4 | ) | $ | (0.6 | ) | |||
Basic and diluted loss per share
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$ | (0.12 | ) | $ | (0.13 | ) | $ | (0.03 | ) | |||
Non-GAAP Measures*
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Adjusted EBITDA
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$ | 0.9 | $ | 2.0 | $ | 2.3 | ||||||
Adjusted EBITDA as a percent of total revenue
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4.8 | % | 10.5 | % | 10.5 | % | ||||||
Adjusted EBITDA per diluted share
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$ | 0.04 | $ | 0.10 | $ | 0.12 | ||||||
______________
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* Refer to the section of this press release entitled "Non-GAAP (Adjusted) Financial Measures" for
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a discussion of these non-GAAP items and a reconciliation to the most comparable GAAP measure.
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NUMEREX CORP. AND SUBSIDIARIES
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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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(In thousands, except per share data)
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Three Months Ended
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March 31,
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December 31,
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March 31,
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2016
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2015
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2015
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Net revenues:
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Subscription and support revenues
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$ | 14,984 | $ | 15,497 | $ | 16,529 | ||||||
Embedded devices and hardware
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3,066 | 3,288 | 5,149 | |||||||||
Total net revenues
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18,050 | 18,785 | 21,678 | |||||||||
Cost of sales, exclusive of a portion of depreciation and amortization shown below:
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Subscription and support revenues
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5,701 | 5,682 | 6,719 | |||||||||
Embedded devices and hardware
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3,118 | 3,194 | 4,853 | |||||||||
Gross profit
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9,231 | 9,909 | 10,106 | |||||||||
Operating expenses:
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Sales and marketing
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2,945 | 3,310 | 3,064 | |||||||||
General and administrative
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4,129 | 3,690 | 3,929 | |||||||||
Engineering and development
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2,247 | 2,257 | 2,293 | |||||||||
Depreciation and amortization
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1,658 | 1,703 | 1,654 | |||||||||
Impairment of goodwill and other intangible assets
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- | 1,462 | - | |||||||||
Operating loss
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(1,748 | ) | (2,513 | ) | (834 | ) | ||||||
Interest expense
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267 | 203 | 210 | |||||||||
Loss on extinguishment of debt
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290 | - | - | |||||||||
Other income, net
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(43 | ) | (33 | ) | (38 | ) | ||||||
Loss before income taxes
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(2,262 | ) | (2,683 | ) | (1,006 | ) | ||||||
Income tax expense (benefit)
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64 | (257 | ) | (386 | ) | |||||||
Net loss
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$ | (2,326 | ) | $ | (2,426 | ) | $ | (620 | ) | |||
Basic and diluted loss per share
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$ | (0.12 | ) | $ | (0.13 | ) | $ | (0.03 | ) | |||
Weighted average shares outstanding used in computing diluted loss per share
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19,377 | 19,305 | 18,993 |
NUMEREX CORP. AND SUBSIDIARIES
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UNAUDITED CONSOLIDATED BALANCE SHEETS
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(In thousands)
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March 31,
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December 31,
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2016
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2015
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 11,220 | $ | 16,237 | ||||
Restricted cash
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221 | - | ||||||
Accounts receivable, less allowance for doubtful accounts of $716 and $618
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8,794 | 9,237 | ||||||
Financing receivables, current
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1,917 | 1,780 | ||||||
Inventory, net of reserve for obsolescence of $2,715 and $2,706
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7,995 | 7,617 | ||||||
Prepaid expenses and other current assets
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2,373 | 1,887 | ||||||
Deferred tax assets, current
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603 | 603 | ||||||
TOTAL CURRENT ASSETS
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33,123 | 37,361 | ||||||
Financing receivables, less current portion
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2,457 | 2,330 | ||||||
Property and equipment, net of accumulated depreciation and amortization of $7,253 and $6,632
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4,863 | 4,795 | ||||||
Software, net of accumulated amortization of $10,369 and $9,503
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7,247 | 7,146 | ||||||
Other intangible assets, net of accumulated amortization of $17,660 and $17,184
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15,261 | 15,722 | ||||||
Goodwill
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43,424 | 43,424 | ||||||
Other assets
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421 | 409 | ||||||
TOTAL ASSETS
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$ | 106,796 | $ | 111,187 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$ | 10,768 | $ | 11,390 | ||||
Accrued expenses and other current liabilities
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3,544 | 2,864 | ||||||
Deferred revenues
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1,789 | 1,942 | ||||||
Current portion of long-term debt, net of debt issuance costs
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- | 3,600 | ||||||
TOTAL CURRENT LIABILITIES
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16,101 | 19,796 | ||||||
Long-term debt, net of debt issuance costs, less current portion
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15,956 | 15,309 | ||||||
Deferred tax liabilities, noncurrent
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1,655 | 1,595 | ||||||
Other liabilities
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1,873 | 1,891 | ||||||
TOTAL LIABILITIES
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35,585 | 38,591 | ||||||
COMMITMENTS AND CONTINGENCIES
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SHAREHOLDERS’ EQUITY
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Preferred stock, no par value; 3,000 authorized; none issued
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- | - | ||||||
Class A common stock, no par value; 30,000 authorized; 20,752 and 20,652 issued; 19,434 and 19,177 outstanding
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- | - | ||||||
Class B common stock, no par value; 5,000 authorized; none issued
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- | - | ||||||
Additional paid-in capital
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103,034 | 102,108 | ||||||
Treasury stock, at cost; 1,316 shares
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(5,444 | ) | (5,444 | ) | ||||
Accumulated other comprehensive loss
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(102 | ) | (117 | ) | ||||
Accumulated deficit
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(26,277 | ) | (23,951 | ) | ||||
TOTAL SHAREHOLDERS' EQUITY
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71,211 | 72,596 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
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$ | 106,796 | $ | 111,187 |
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·
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EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest, income tax, and depreciation and amortization expenses, which can vary substantially from company-to-company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and
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Investors commonly adjust EBITDA information to eliminate the effect of equity-based compensation and other unusual or infrequently occurring items which vary widely from company-to-company and impair comparability.
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as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis
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as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and
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in communications with the board of directors, analysts and investors concerning our financial performance.
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Three Months Ended
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March 31,
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December 31,
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March 31,
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2016
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2015
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2015
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EBITDA and Adjusted EBITDA (non-GAAP) (Unaudited)
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Net loss
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$ | (2,326 | ) | $ | (2,426 | ) | $ | (620 | ) | |||
Depreciation and amortization expense
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1,965 | 2,054 | 1,881 | |||||||||
Interest expense and other non-operating expense, net
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514 | 170 | 172 | |||||||||
Income tax expense (benefit)
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64 | (257 | ) | (386 | ) | |||||||
EBITDA (non-GAAP)
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217 | (459 | ) | 1,047 | ||||||||
Equity-based compensation expense
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621 | 354 | 784 | |||||||||
Non-cash and other items
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20 | 2,070 | 453 | |||||||||
Adjusted EBITDA (non-GAAP)
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$ | 858 | $ | 1,965 | $ | 2,284 | ||||||
Net loss per diluted share (GAAP)
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$ | (0.12 | ) | $ | (0.13 | ) | $ | (0.03 | ) | |||
EDITDA per diluted share (non-GAAP)
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0.01 | (0.02 | ) | 0.06 | ||||||||
Adjusted EBITDA per diluted share (non-GAAP)
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0.04 | 0.10 | 0.12 | |||||||||
Weighted average shares outstanding used in computing per share amounts:
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19,377 | 19,305 | 18,993 |