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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

 

FORM 8-K

_______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 9, 2023

 

_______________

 

Crexendo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_______________

  

Nevada

 

001-32277

 

87-0591719

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1615 South 52nd Street, Tempe, AZ 85281

(Address of Principal Executive Offices) (Zip Code)

 

(602) 714-8500

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

            

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 






 

Item 2.02 Results of Operations and Financial Condition.

 

On November 9, 2023, Crexendo, Inc. issued a press release, a copy of which is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is furnished with this Current Report on Form 8-K:

 

Exhibit No.

 

Description

99.1

 

Press release dated November 9, 2023 by Registrant, reporting its results of operations for quarter ended September 30, 2023.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 9, 2023

Crexendo, Inc.

 

 

 

 

 

 

By:

/s/ RONALD VINCENT

 

 

 

Ronald Vincent

Chief Financial Officer

 

 

 

3

  

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

EXHIBIT 99.1

 

 

Crexendo Announces Third Quarter 2023 Results

 

PHOENIX, AZ / ACCESSWIRE / November 9, 2023 / Crexendo, Inc. (NASDAQ: CXDO), an award-winning premier provider of cloud communication platform and services, video collaboration and managed IT services designed to provide enterprise-class cloud solutions to any size business, today announced financial results for the third quarter ended September 30, 2023.

 

Third Quarter Financial highlights:

·

Total revenue increased 52% year-over-year to $13.9 million

·

GAAP net income of $1.7 million, or $0.07 per basic common share and $0.06 per diluted common share

·

Non-GAAP net income of $3.3 million, or $0.13 per basic common share and $0.12 per diluted common share

   

Financial Results for the Third Quarter of 2023 (in thousands, except per share data)

 

Consolidated total revenue for the third quarter of 2023 increased 52%, or $4.7 million, to $13.9 million compared to $9.1 million for the third quarter of 2022.

 

Consolidated service revenue for the third quarter of 2023 increased 68%, or $3.0 million, to $7.5 million compared to $4.5 million for the third quarter of 2022.

 

Consolidated software solutions revenue for the third quarter of 2023 increased 21%, or $0.8 million, to $4.7 million compared to $3.9 million for the third quarter of 2022.

 

Consolidated product revenue for the third quarter of 2023 increased 119%, or $0.9 million, to $1.6 million compared to $0.7 million for the third quarter of 2022.

 

Consolidated operating expenses for the third quarter of 2023 increased 40%, or $3.8 million, to $13.5 million compared to $9.7 million for the third quarter of 2022.

 

The Company reported net income of $1.7 million for the third quarter of 2023, or $0.07 per basic common share and $0.06 per diluted common share, compared to net loss of $(0.7) million, or $(0.03) loss per basic and diluted common share for the third quarter of 2022.

 

Non-GAAP net income of $3.3 million for the third quarter of 2023, or $0.13 per basic common share and $0.12 per diluted common share, compared to non-GAAP net income of $0.7 million or $0.03 per basic and diluted common share, for the third quarter of 2022.

 

EBITDA for the third quarter of 2023 of $1.2 million compared to $0.1 million for the third quarter of 2022. Adjusted EBITDA for the third quarter of 2023 of $2.1 million compared to $0.9 million for the third quarter of 2022.

 

Financial Results for the nine months ended September 30, 2023 (in thousands, except per share data)

 

Consolidated total revenue for the nine months ended September 30, 2023 increased 49%, or $12.9 million, to $39.0 million compared to $26.1 million for the nine months ended September 30, 2022.

 

Consolidated service revenue for the nine months ended September 30, 2023 increased 64%, or $8.5 million, to $21.9 million compared to $13.4 million for the nine months ended September 30, 2022.

 

Consolidated software solutions revenue for the nine months ended September 30, 2023 increased 19%, or $2.0 million, to $12.7 million compared to $10.7 million for the nine months ended September 30, 2022.

  

 
1

 

 

Consolidated product revenue for the nine months ended September 30, 2023 increased 122%, or $2.4 million, to $4.3 million compared to $1.9 million for the nine months ended September 30, 2022.

 

Consolidated operating expenses for the nine months ended September 30, 2023 increased 41%, or $11.9 million, to $40.8 million compared to $28.9 million for the nine months ended September 30, 2022.

 

The Company reported net loss of $(0.4) million for the nine months ended September 30, 2023, or $(0.02) loss per basic and diluted common share, compared to net loss of $(2.8) million, or $(0.13) loss per basic and diluted common share for the nine months ended September 30, 2022.

 

Non-GAAP net income of $5.1 million for the nine months ended September 30, 2023, or $0.20 per basic common share and $0.18 per diluted common share, compared to non-GAAP net income of $1.6 million, or $0.07 per basic common share and $0.06 per diluted common share for the nine months ended September 30, 2022

 

EBITDA for the nine months ended September 30, 2023 of $0.9 million , compared to a loss of $(0.9) million for the nine months ended September 30, 2022. Adjusted EBITDA for the nine months ended September 30, 2023 of $4.1 million compared to $1.9 million for the nine months ended September 30, 2022.

 

Total cash and cash equivalents at September 30, 2023 was $7.7 million compared to $5.5 million at December 31, 2022.

 

Cash provided by operating activities for the nine months ended September 30, 2023 was $0.9 million compared to $(2.6) million used in operating activities in the nine months ended September 30, 2022. Cash provided by investing activities for the nine months ended September 30, 2023 was $3.7 million compared to $(0.2) million used in the nine months ended September 30, 2022. Cash used in financing activities for the nine months ended September 30, 2023 was $(2.3) million compared to less than $(0.1) million used in financing activities for the nine months ended September 30, 2022.

 

Management Commentary

 

“Crexendo had a very strong performance in the third quarter with 52% year-over-year revenue growth to $13.9 million, GAAP profitability, and strong positive cash flow. In addition to exceeding our internal goals for the quarter, we announced exceeding 3.5 million users on our platform, as well as new CPaaS, API, and new generative AI capabilities on our platform. We continued our effective management of costs and completed our integration plans. This was a remarkable quarter and convinces me that the moves we have made are gaining traction and making the company more effective and profitable.” said Crexendo Chief Executive Officer Jeff Korn. “I am very pleased and excited by our results and the traction we are seeing; this is a testament to the hard work and dedication by our team.”

 

“Our strong results continue to reinforce why we are the third largest, and fastest growing Unified communications as a service (UCaaS) platform in the industry. We work closely with our licensees to make certain the NetSapiens platform remains cutting edge and the best in the industry. We just completed our most successful User Group Meeting where we rolled out enhanced APIs, making third-party integration easier for customers. These integrations will help accommodate the needs of our customers and should also enable us to receive revenue sharing on approved software used by our licensees. We continue to see record demand and installations in our Telecommunication Services segment and expect that demand to continue. We will continue to invest in and improve our offerings and services. We will continue to work on selling larger opportunities and increasing organic sales while again starting to review accretive acquisitions which could further accelerate our growth. I am confident that our strong performance will continue, and I am very encouraged by our progress and extremely excited by our future."

 

Conference Call

 

Crexendo management will hold a conference call today, November 9, 2023, at 4:30 PM Eastern time to discuss these results.

 

Company CEO Jeff Korn, CFO Ron Vincent, and President and COO Doug Gaylor will host the call, followed by a question-and-answer period.

 

 
2

 

 

Dial-in Numbers:

Domestic Participants: 888-506-0062

International Participants: 973-528-0011

Participant Access Code 305599

 

Please dial in five minutes prior to the beginning of the call at 4:30 PM Eastern time and reference the Crexendo earnings call.

 

A replay of the call will be available until November 16, 2023 by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 49361.

 

About Crexendo

 

Crexendo, Inc. is an award-winning premier provider of cloud communication platform and services, video collaboration and managed IT services designed to provide enterprise-class cloud solutions to any size business.

 

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) having had a very strong performance in the third quarter and exceeding internal goals for the quarter; (ii) continuing the effective management of costs and completing the integration plans; (iii) believing that the third quarter was a remarkable quarter and that the moves made are gaining traction and making the company more effective and profitable; (iv) being very pleased and excited by our results and the traction with the results being a testament to the hard work and dedication by the team; (v) strong results continuing to reinforce why it is the third largest, and fastest growing Unified communications as a service (UCaaS) platform in the industry; (vi) working closely with its licensees to make certain the NetSapiens platform remains cutting edge and the best in the industry; (vii) completing the most successful User Group Meeting where enhanced APIs were introduced making third-party integration easier for customers, and that the integrations should also enable revenue sharing on approved software used by our licensees; (viii) continuing to see record demand and installations in our Telecommunication Services segment with expectations that demand will continue; (ix) continuing to invest in and improve offerings and services and continuing to work on selling larger opportunities and increasing organic sales while starting to review accretive acquisitions and being confident that the strong performance will continue and being encouraged by progress and extremely excited by the future.

 

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, 2022, 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.

 

Contacts

 

Company Contact:

Crexendo, Inc.

Doug Gaylor

President and Chief Operating Officer

602-732-7990

dgaylor@crexendo.com

 

Investor Relations Contact:

Gateway Investor Relations

Matt Glover and Tom Colton

949-574-3860

CXDO@gateway-grp.com

 

 
3

 

  

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 7,737

 

 

$ 5,475

 

Trade receivables, net of allowance of $110 and $131, respectively

 

 

3,873

 

 

 

3,297

 

Inventories

 

 

472

 

 

 

679

 

Equipment financing receivables, net of allowance of $52 and $0, respectively

 

 

812

 

 

 

635

 

Contract costs

 

 

1,265

 

 

 

841

 

Prepaid expenses

 

 

991

 

 

 

431

 

Other current assets

 

 

468

 

 

 

674

 

Total current assets

 

 

15,618

 

 

 

12,032

 

 

 

 

 

 

 

 

 

 

Contract assets, net of allowance of $34 and $0, respectively

 

 

299

 

 

 

318

 

Long-term equipment financing receivables, net of allowance of $109 and $0, respectively

 

 

1,670

 

 

 

1,255

 

Property and equipment, net

 

 

756

 

 

 

3,315

 

Operating lease right-of-use assets

 

 

1,170

 

 

 

1,081

 

Intangible assets, net

 

 

24,348

 

 

 

26,725

 

Goodwill

 

 

9,454

 

 

 

9,454

 

Contract costs, net of current portion

 

 

1,874

 

 

 

1,304

 

Other long-term assets

 

 

146

 

 

 

150

 

Total Assets

 

$ 55,335

 

 

$ 55,634

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 874

 

 

$ 1,206

 

Accrued expenses

 

 

5,053

 

 

 

4,890

 

Finance leases

 

 

75

 

 

 

95

 

Notes payable

 

 

452

 

 

 

420

 

Operating lease liabilities

 

 

604

 

 

 

363

 

Income tax payable

 

 

67

 

 

 

79

 

Contract liabilities

 

 

2,971

 

 

 

3,338

 

Total current liabilities

 

 

10,096

 

 

 

10,391

 

 

 

 

 

 

 

 

 

 

Contract liabilities, net of current portion

 

 

205

 

 

 

247

 

Finance leases, net of current portion

 

 

42

 

 

 

98

 

Notes payable, net of current portion

 

 

708

 

 

 

2,605

 

Line of credit

 

 

-

 

 

 

82

 

Operating lease liabilities, net of current portion

 

 

597

 

 

 

752

 

Total liabilities

 

 

11,648

 

 

 

14,175

 

 

 

 

 

 

 

 

 

 

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, 26,030,104 shares issued and outstanding as of September 30, 2023 and 25,670,773 shares issued and outstanding as of December 31, 2022

 

 

26

 

 

 

26

 

Additional paid-in capital

 

 

132,003

 

 

 

129,192

 

Accumulated deficit

 

 

(88,528 )

 

 

(87,946 )

Accumulated other comprehensive income

 

 

186

 

 

 

187

 

Total stockholders' equity

 

 

43,687

 

 

 

41,459

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$ 55,335

 

 

$ 55,634

 

  

 
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,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Service revenue

 

$ 7,517

 

 

$ 4,473

 

 

$ 21,983

 

 

$ 13,427

 

Software solutions revenue

 

 

4,691

 

 

 

3,875

 

 

 

12,729

 

 

 

10,741

 

Product revenue

 

 

1,666

 

 

 

760

 

 

 

4,323

 

 

 

1,944

 

Total revenue

 

 

13,874

 

 

 

9,108

 

 

 

39,035

 

 

 

26,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

3,173

 

 

 

1,375

 

 

 

9,312

 

 

 

4,249

 

Cost of software solutions revenue

 

 

1,327

 

 

 

1,141

 

 

 

3,805

 

 

 

3,933

 

Cost of product revenue

 

 

923

 

 

 

453

 

 

 

2,643

 

 

 

1,142

 

Selling and marketing

 

 

3,502

 

 

 

2,732

 

 

 

10,924

 

 

 

8,087

 

General and administrative

 

 

3,309

 

 

 

2,800

 

 

 

10,473

 

 

 

8,806

 

Research and development

 

 

1,276

 

 

 

1,151

 

 

 

3,605

 

 

 

2,684

 

Total operating expenses

 

 

13,510

 

 

 

9,652

 

 

 

40,762

 

 

 

28,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations

 

 

364

 

 

 

(544 )

 

 

(1,727 )

 

 

(2,789 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(36 )

 

 

(19 )

 

 

(111 )

 

 

(57 )

Gain on sale of property and equipment

 

 

1,459

 

 

 

-

 

 

 

1,459

 

 

 

-

 

Other income/(expense), net

 

 

(50 )

 

 

(165 )

 

 

37

 

 

 

(281 )

Total other income/(expense), net

 

 

1,373

 

 

 

(184 )

 

 

1,385

 

 

 

(338 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income tax

 

 

1,737

 

 

 

(728 )

 

 

(342 )

 

 

(3,127 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit/(provision)

 

 

(33 )

 

 

32

 

 

 

(81 )

 

 

315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$ 1,704

 

 

$ (696 )

 

$ (423 )

 

$ (2,812 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.07

 

 

$ (0.03 )

 

$ (0.02 )

 

$ (0.13 )

Diluted

 

$ 0.06

 

 

$ (0.03 )

 

$ (0.02 )

 

$ (0.13 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

25,995,507

 

 

 

22,620,703

 

 

 

25,901,686

 

 

 

22,439,575

 

Diluted

 

 

27,682,764

 

 

 

22,620,703

 

 

 

25,901,686

 

 

 

22,439,575

 

  

 
5

 

  

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

Nine Months Ended September 30,

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (423 ) $ (2,812 )

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Depreciation and amortization

2,695 1,862

Share-based compensation

3,112 2,762

Non-cash operating lease amortization

(3 ) (12 )

Gain on sale of property and equipment

(1,459 ) -

Allowance for credit losses

44 -

Changes in assets and liabilities:

Trade receivables

(584 ) (1,851 )

Contract assets

2 (4 )

Equipment financing receivables

(770 ) (425 )

Inventories

207 53

Contract costs

(994 ) (524 )

Prepaid expenses

(560 ) (638 )

Income tax receivable

- (375 )

Other assets

210 65

Accounts payable and accrued expenses

(169 ) (742 )

Income tax payable

(12 ) (24 )

Contract liabilities

(409 ) -

Net cash provided by/(used in) operating activities

887 (2,665 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(92 ) (192 )

Proceeds from the sale of property and equipment

3,792 -

Net cash provided by/(used in) investing activities

3,700 (192 )

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments made on finance leases

(76 ) (86 )

Repayments made on notes payable

(2,143 ) (55 )

Proceeds from notes payable

278 -

Proceeds from exercise of options

93 576

Dividend payments

(130 ) (336 )

Taxes paid on the net settlement of stock options and RSUs

(264 ) (135 )

Borrowing on a line of credit, net

(82 ) -

Net cash used in financing activities

(2,324 ) (36 )

Effect of exchange rate changes on cash

(1 ) 246

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

2,262 (2,647 )

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

5,475 7,468

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

$ 7,737 $ 4,821

Cash used during the year for:

Income taxes, net

$ (91 ) $ (96 )

Interest expense

$ (111 ) $ (57 )

 

 
6

 

CREXENDO, INC. AND SUBSIDIARIES

Supplemental Segment Financial Data

(In thousands)

   

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

$ 9,183

 

 

$ 5,233

 

 

$ 26,306

 

 

$ 15,371

 

Software solutions

 

 

4,691

 

 

 

3,875

 

 

 

12,729

 

 

 

10,741

 

Consolidated revenue

 

 

13,874

 

 

 

9,108

 

 

 

39,035

 

 

 

26,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

73

 

 

 

(639 )

 

 

(1,312 )

 

 

(2,236 )

Software solutions

 

 

291

 

 

 

95

 

 

 

(415 )

 

 

(553 )

Total operating income/(loss)

 

 

364

 

 

 

(544 )

 

 

(1,727 )

 

 

(2,789 )

Other income/(expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

1,425

 

 

 

(17 )

 

 

1,360

 

 

 

(52 )

Software solutions

 

 

(52 )

 

 

(167 )

 

 

25

 

 

 

(286 )

Total other income/(expense), net

 

 

1,373

 

 

 

(184 )

 

 

1,385

 

 

 

(338 )

Income/(loss) before income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

1,498

 

 

 

(656 )

 

 

48

 

 

 

(2,288 )

Software solutions

 

 

239

 

 

 

(72 )

 

 

(390 )

 

 

(839 )

Income/(loss) before income tax provision

 

$ 1,737

 

 

$ (728 )

 

$ (342 )

 

$ (3,127 )

  

 
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, amortization of intangibles, and goodwill and long-lived asset impairment. We define EBITDA as U.S. GAAP net income/(loss) before interest expense, interest income and other expense/(income), goodwill and long-lived asset impairments, provision/(benefit) 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 9, 2023 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,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

U.S. GAAP net income/(loss)

 

$ 1,704

 

 

$ (696 )

 

$ (423 )

 

$ (2,812 )

Share-based compensation

 

 

843

 

 

 

851

 

 

 

3,112

 

 

 

2,762

 

Acquisition related expenses

 

 

-

 

 

 

8

 

 

 

1

 

 

 

31

 

Amortization of intangible assets

 

 

793

 

 

 

550

 

 

 

2,377

 

 

 

1,649

 

Non-GAAP net income

 

$ 3,340

 

 

$ 713

 

 

$ 5,067

 

 

$ 1,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.13

 

 

$ 0.03

 

 

$ 0.20

 

 

$ 0.07

 

Diluted

 

$ 0.12

 

 

$ 0.03

 

 

$ 0.18

 

 

$ 0.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

25,995,507

 

 

 

22,620,703

 

 

 

25,901,686

 

 

 

22,439,575

 

Diluted

 

 

27,682,764

 

 

 

25,285,848

 

 

 

27,544,993

 

 

 

25,491,062

 

 

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,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

U.S. GAAP net income/(loss)

 

$ 1,704

 

 

$ (696 )

 

$ (423 )

 

$ (2,812 )

Depreciation and amortization

 

 

887

 

 

 

623

 

 

 

2,695

 

 

 

1,862

 

Interest expense

 

 

36

 

 

 

19

 

 

 

111

 

 

 

57

 

Gain on the sale of property and equipment

 

 

(1,459 )

 

 

-

 

 

 

(1,459 )

 

 

-

 

Other, net

 

 

50

 

 

 

165

 

 

 

(37 )

 

 

281

 

Income tax provision/(benefit)

 

 

33

 

 

 

(32 )

 

 

81

 

 

 

(315 )

EBITDA

 

 

1,251

 

 

 

79

 

 

 

968

 

 

 

(927 )

Acquisition related expenses

 

 

-

 

 

 

8

 

 

 

1

 

 

 

31

 

Share-based compensation

 

 

843

 

 

 

851

 

 

 

3,112

 

 

 

2,762

 

Adjusted EBITDA

 

$ 2,094

 

 

$ 938

 

 

$ 4,081

 

 

$ 1,866

 

  

 
9