American Bitcoin Corp 8-K/A, filed Mar 31, 2022
American Bitcoin Corp. (ABTC)
About this 8-K/A
American Bitcoin Corp filed this 8-K/A on March 31, 2022, reporting on events of March 21, 2022.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
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Item 2.02 Results of Operations and Financial Condition.
Subsequent to the issuance of the Original Report, the Company discovered a required adjustment to the deferred tax liabilities related to acquired intangible assets from business combinations as part of completing the tax provision for the fiscal year ended December 31, 2021, and other adjustments identified during final review. Such adjustments resulted in the following material changes to the consolidated financial statements and financial highlights as contained in the Original Report as of and for the year ended December 31, 2021:
| ● | goodwill increased by $2.3 million from $44.7 million to $47.0 million; |
| ● |
income tax benefit increased by $2.3 million from $11,739 to $2.3 million; |
| ● | basic and diluted net loss per common share decreased by $0.09 from $1.31 to $1.22; and |
| ● | non-cash change in deferred tax liabilities as an adjustment to reconcile net loss to net cash used in operating activities increased by $2.3 million from $0 to $2.3 million. |
Attached hereto as Exhibit 99.1 is an amended copy of the Press Release with the corrections to the financial highlights and financial statements attached thereto, for the fiscal year ended December 31, 2021.
Outside of the above changes and the impact thereof on dependent subtotals in the financial statements, no other material changes were made to the information set forth in the Press Release. The Company is substantially simultaneously herewith, filing its Annual Report on Form 10-K for the year ended December 31, 2021, which will reflect the corrections.
In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Updated Press Release of Akerna Corp., dated March 21, 2022* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | - Furnished not filed for purposes of Section 18 of the Exchange Act; not incorporated by reference in any filing that the Company makes under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. |
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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, hereunto duly authorized.
| Dated: March 31, 2022 | AKERNA CORP. | ||
| By: | /s/ John Fowle | ||
|
Name: Title: |
John Fowle Chief Financial Officer | ||
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Exhibit 99.1
Akerna Announces Fourth Quarter and Full Year 2021 Financial Results
Software revenue up 59%, Total revenue up 49% year-over-year
DENVER, March 21, 2022 -- Akerna (Nasdaq: KERN), a leading enterprise software company and developer of one of the most comprehensive technology infrastructures, ecosystems, and compliance engines powering the global cannabis industry, today reported its unaudited financial results for the quarter and year ended December 31, 2021.
“Akerna experienced significant growth in 2021, with our enterprise business leading the way forward into 2022,” said Jessica Billingsley, CEO of Akerna. “Our platforms continued to serve our growing clients, and we continued to develop offerings that position Akerna as a differentiated provider of robust technology solutions to the cannabis industry. We acquired two leading enterprise solutions -- 365 Cannabis and Viridian Sciences -- that delivered robust increases in software revenue. We are pleased with the consistent uptake from our clients in a year of consolidation in the industry with limited new markets opening.”
“Our clients are both getting larger and individually seeing both unit and sales transactions rise. As more of the industry runs on Akerna, we are well-positioned for expected new market expansion and US federal progress. In the meantime, we continue to grow our CARR, grow the number and amount of transactions running on Akerna, and we continue to enhance our open ecosystem of solutions that can run either independently or in conjunction with our clients’ choice of our leading accounting and tax products including SAP, Microsoft, and Netsuite.”
Full Year 2021 Financial Highlights
| ● | Software revenue was $19.0 million, up 59% year-over-year |
| ● | Total revenue was $20.7 million, up 49% year-over-year |
| ● | Gross profit was $12.6 million, up 67% year-over-year. Gross profit margin was 61% in 2021 compared to 54% in 2020 |
| ● | Loss from operations was $33.4 million, up $6.6 million year-over-year |
| ● | Net loss was $31.3 million, up $4.4 million year-over-year |
| ● | Adjusted EBITDA* loss was $7.9 million compared with a loss of $11.7 million in 2020, a 32% improvement year-over-year |
| ● | Cash and Restricted Cash was $14.4 million as of December 31, 2021 |
*See “Explanation of Non-GAAP Financial Measures” below
2021 Metrics and Operating Highlights
| ● | Total SaaS ARR of $20.9 million, up 51% year-over-year |
| ● | Average new business deal size up 15% year-over-year |
| ● | Q4 New Bookings ARR of approximately $1.5 million, representing a quarterly record for Akerna |
| ● | Transaction volume up 48% year-over-year |
| ● | Retail order spend up 42% year-over-year |
| ● | Acquisition of 365 Cannabis, cannabis business management software built on Microsoft’s Dynamics Office 365 Business Central |
| ● | Acquistion of Viridian, cannabis business management software built on SAP Business One |
| ● | Launched Akerna Connect, enabling cannabis dispensaries to offer online ordering, loyalty programs, and text messaging |
| ● | Secured First Federal Cannabis Regulatory Contract with St. Vincent and the Grenadines |
| ● | Issued $20 million in convertible debt to replace existing convertible debt at more attractive terms |
| ● | Achieved SAP® Certified Integration with SAP NetWeaver® for MJ Platform |
Fourth Quarter 2021
| ● | Software revenue was $6.2 million, up 80% year-over-year |
| ● | Total revenue was $6.6 million, up 61% year-over-year |
| ● | Gross profit was $3.8 million, up 42% year-over-year. Gross profit margin was 58% in the fourth quarter compared to 66% in the fourth quarter of 2020. |
| ● | Loss from operations was $20.1 million, up $9.9 million year-over-year |
| ● | Net loss was $17.2 million, up $5.0 million year-over-year |
| ● | Adjusted EBITDA* loss was $2.9 million compared with a loss of $1.9 million in the fourth quarter 2020 |
*See “Explanation of Non-GAAP Financial Measures” below
NOTE:
The foregoing financial results are preliminary in nature. Final financial results and other disclosures will be reported in Akerna’s annual report on Form 10-K and may differ materially from the results and disclosures today due to, among other things, the completion of final review procedures, the occurrence of subsequent events or the discovery of additional information. You are encouraged to review the Form 10-K in detail.
Conference Call Details
Akerna will host a conference call, tomorrow, Tuesday March 22, 2022 at 8:30 AM ET and will provide prepared remarks to update investors on these results, with a live Q&A Session to follow.
Any interested parties who would like to participate in the call by phone are encouraged to dial Toll-Free: 1-877-407-3982, or Toll / International: +1-201-493-6780 at least 5 minutes prior to the start of the call. The Conference ID is 13727329. The conference call will also be available via a live, listen-only webcast and can be accessed over the internet through the Investor Relations section of Akerna’s website, https://ir.akerna.com/.
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About Akerna
Akerna (Nasdaq: KERN) is an enterprise software company focused on compliantly serving the cannabis, hemp, and CBD industry. First launched in 2010, Akerna has tracked more than $30 billion in cannabis sales to date and is the first cannabis software company listed on Nasdaq. The company’s cornerstone technology, MJ Platform, the world’s leading infrastructure as a service platform, powers retailers, manufacturers, brands, distributors, and cultivators.
To be included on the Company’s email distribution list, please sign up at https://ir.akerna.com/news-events/email-alerts
For more information, visit https://www.akerna.com/.
Forward Looking Statements
Certain statements made in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements include but are not limited to statements regarding our preliminary financial results which may differ from our final financial results, our position for expected new market expansion and US federal progress, our continued growth of CARR and the number and amount of transactions running on Akerna, our continued enhancement of our open ecosystem of solutions and the timing for management’s conference call in relation to our quarterly results. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of significant known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside Akerna’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others that may affect actual results or outcomes, include (i) Akerna’s ability to maintain relationships with customers and suppliers and retain its management and key employees, (ii) changes in applicable laws or regulations, (iii) changes in the market place due to the coronavirus pandemic or other market factors, (iv) and other risks and uncertainties disclosed from time to time in Akerna’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein. You are cautioned not to place undue reliance on forward-looking statements. All information herein speaks only as of the date hereof, in the case of information about Akerna, or the date of such information, in the case of information from persons other than Akerna. Akerna undertakes no duty to update or revise the information contained herein. Forecasts and estimates regarding Akerna’s industry and end markets are based on sources believed to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Explanation of Non-GAAP Financial Measures:
In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.
Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We attempt compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures.
Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.
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Adjusted EBITDA
We believe that Adjusted EBITDA, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance and allows for comparison of our performance and credit strength to our peers. Adjusted EBITDA should not be considered alternatives to net loss as determined in accordance with GAAP as indicators of our performance or liquidity.
We define EBITDA as net loss before interest expense, provision for income taxes, depreciation and amortization. We calculate Adjusted EBITDA as EBITDA further adjusted to exclude the effects of the following items for the reasons set forth below:
| ● | Impairment of long-lived assets, as this is a non-cash, non-recurring item, which effects the comparability of results of operations and liquidity; |
| ● | Stock-based compensation expense, because this represents a non-cash charge and our mix of cash and share-based compensation may differ from other companies, which effects the comparability of results of operations and liquidity; |
| ● | Cost incurred in connection with business combinations and mergers that are required to be expensed as incurred in accordance with GAAP, because business combination and merger related costs are specific to the complexity and size of the underlying transactions as well as the frequency of our acquisition activity these costs are not reflective of our ongoing operations; |
| ● | Costs incurred in connection with non-recurring financing, including fees incurred as a direct result of electing the fair value option to account for our debt instruments; |
| ● | Restructuring charges, which include costs to terminate a lease and the related write off of leasehold improvements and furniture, as we believe these costs are not representative of operating performance; |
| ● | Gain on forgiveness of PPP loan, as this is a one-time forgiveness of debt that is not recurring across all periods and we believe inclusion of the gain is not representative of operating performance; |
| ● | Equity in losses of investees because our share of the operations of investees is not representative of our own operating performance and may not be monetized for a number of years; and |
| ● | Changes in fair value of contingent consideration because these adjustments are not recurring across all periods and we believe these costs are not representative of operating performance. |
| ● | Other non-operating expenses which includes a one-time gain on debt extinguishment and a one-time loss on disposal of fixed assets, which effects the comparability of results of operations and liquidity. |
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Related Non-GAAP Expense Measure
We reference in our earnings call certain non-GAAP expense measures, including non-GAAP Operating Expenses, non-GAAP Product Development Expense, non-GAAP Sales and Marketing Expenses, and non-GAAP General and Administrative Expenses. We believe that these non-GAAP financial measures, when considered with the financial statements determined in accordance with GAAP, are helpful to management and investors in understanding our performance quarter over quarter and to the comparable quarter in our prior fiscal year by excluding the same items we exclude from EBITDA to derive Adjusted EBITDA, as set forth above (stock-based compensation expense, costs incurred with business combinations and mergers, costs incurred in connection with non-recurring financing fees, restructuring charges, equity in earnings (losses) of investees and changes in fair value of contingent consideration) for the same reasons stated above, principally, that these expenses are not, in management’s opinion, easily comparable across reporting periods, are not reflective of ongoing operations and/or are not representative of our operating performance.
We define non-GAAP Operating Expenses, non-GAAP Product Development Expense, non-GAAP Sales and Marketing Expenses and non-GAAP General and Administrative Expenses as, in each case, the corresponding GAAP financial measure (Operating Expenses, Product Development Expense, Sales and Marketing Expenses and General and Administrative Expenses) excluding that portion of depreciation and amortization, stock-based compensation expense, business combinations and merger related costs, non-recurring financing fees, restructuring charges, impairment of long-lived assets, and equity in losses of investees and changes in fair value of contingent consideration that is attributable to that specific GAAP financial measure.
This non-GAAP expense measure should not be considered an alternative to the corresponding GAAP financial measure as determined in accordance with GAAP as an indicator of our performance or liquidity. Please review the tables provided below, for a reconciliation of this non-GAAP expense measure to the corresponding GAAP financial measure.
The reconciliation of the above non-GAAP financial measures for the quarter ended December 31, 2021 are presented in the tables below. For comparative purposes, the reconciliation of these non-GAAP financial measures in the prior quarter ended September 30, 2021 are contained in our press release for that quarter dated November 8, 2021 and available on our website at www.akerna.com or in our current report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2021 and available here: https://www.sec.gov/Archives/edgar/data/1755953/000121390021058240/ea150400ex99-1_akernacorp.htm
Investor Contacts
IR@akerna.com
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AKERNA CORP.
Consolidated Balance Sheets
(unaudited)
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 13,934,265 | $ | 17,840,640 | ||||
| Restricted cash | 508,261 | 500,000 | ||||||
| Accounts receivable, net | 1,403,774 | 1,753,547 | ||||||
| Prepaid expenses and other current assets | 2,383,764 | 2,458,727 | ||||||
| Total current assets | 18,230,064 | 22,552,914 | ||||||
| Fixed assets, net | 153,151 | 1,193,433 | ||||||
| Investment, net | 226,101 | 233,664 | ||||||
| Capitalized software, net | 7,311,676 | 3,925,739 | ||||||
| Intangible assets, net | 21,609,794 | 7,388,795 | ||||||
| Goodwill | 46,942,681 | 41,874,527 | ||||||
| Other noncurrent assets | 9,700 | — | ||||||
| Total assets | $ | 94,483,167 | $ | 77,169,072 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | 6,063,520 | $ | 3,188,576 | ||||
| Contingent consideration payable | 6,300,000 | — | ||||||
| Deferred revenue | 3,543,819 | 843,900 | ||||||
| Current portion of long-term debt | 13,200,000 | 11,707,363 | ||||||
| Derivative liability | 63,178 | 311,376 | ||||||
| Total current liabilities | 29,170,517 | 16,051,215 | ||||||
| Long-term portion of deferred revenue | 582,676 | — | ||||||
| Long-term debt, less current portion | 4,105,000 | 3,895,237 | ||||||
| Deferred tax liabilities | 675,291 | — | ||||||
| Total liabilities | 34,533,484 | 19,946,452 | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| Equity: | ||||||||
| Preferred stock, par value $0.0001; 5,000,000 shares authorized, 1 share special voting preferred stock issued and outstanding at December 31, 2021 and December 31, 2020 | — | — | ||||||
| Special voting preferred stock, par value $0.0001; 1 share authorized, issued and outstanding as of December 31, 2021 and December 31, 2020, with $1 preference in liquidation; exchangeable shares, no par value, 309,286 and 2,667,349 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively (See Note 4) | 2,366,038 | 20,405,219 | ||||||
| Common stock, par value $0.0001; 75,000,000 shares authorized, 31,001,884 and 19,901,248, issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 3,100 | 1,990 | ||||||
| Additional paid-in capital | 146,027,258 | 94,086,433 | ||||||
| Accumulated other comprehensive loss | 61,523 | (91,497 | ) | |||||
| Accumulated deficit | (88,508,236 | ) | (57,179,525 | ) | ||||
| Total equity | 59,949,683 | 57,222,620 | ||||||
| Total liabilities and equity | $ | 94,483,167 | $ | 77,169,072 | ||||
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AKERNA CORP.
Condensed Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended | For the Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | ||||||||||||||||
| Software | $ | 6,188,569 | $ | 3,443,392 | $ | 18,998,409 | $ | 11,963,028 | ||||||||
| Consulting | 375,380 | 583,512 | 1,510,413 | 1,739,683 | ||||||||||||
| Other revenue | 64,612 | 83,876 | 176,152 | 196,257 | ||||||||||||
| Total revenue | 6,628,561 | 4,110,780 | 20,684,974 | 13,898,968 | ||||||||||||
| Cost of revenue | 2,779,558 | 1,401,103 | 8,119,487 | 6,355,825 | ||||||||||||
| Gross profit | 3,849,003 | 2,709,677 | 12,565,487 | 7,543,143 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Product development | 1,754,130 | 1,407,263 | 6,271,966 | 5,129,814 | ||||||||||||
| Sales and marketing | 3,543,653 | 1,830,526 | 9,108,173 | 8,085,897 | ||||||||||||
| General and administrative | 2,115,790 | 1,964,880 | 10,422,207 | 11,018,356 | ||||||||||||
| Depreciation and amortization | 2,129,715 | 836,215 | 5,735,150 | 3,223,844 | ||||||||||||
| Impairment of long-lived assets | 14,383,310 | 6,887,000 | 14,383,310 | 6,887,000 | ||||||||||||
| Total operating expenses | 23,926,598 | 12,925,884 | 45,920,806 | 34,344,911 | ||||||||||||
| Loss from operations | (20,077,595 | ) | (10,216,207 | ) | (33,355,319 | ) | (26,801,768 | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest (expense) income, net | (355,710 | ) | (189,397 | ) | (1,531,497 | ) | (161,646 | ) | ||||||||
| Change in fair value of convertible notes | 665,000 | (1,739,273 | ) | (1,365,904 | ) | (195,273 | ) | |||||||||
| Change in fair value of derivative liability | 97,023 | (15,794 | ) | 248,198 | 376,811 | |||||||||||
| Gain on forgiveness of PPP Loan | — | — | 2,234,730 | — | ||||||||||||
| Other (expense) income, net | 186,177 | (59,273 | ) | 186,420 | (59,397 | ) | ||||||||||
| Total other (expense) income | 592,490 | (2,003,737 | ) | (228,053 | ) | (39,505 | ) | |||||||||
| Net loss before income taxes and equity in losses of investee | (19,485,105 | ) | (12,219,944 | ) | (33,583,372 | ) | (26,841,273 | ) | ||||||||
| Income tax expense (benefit) | 2,272,795 | (200 | ) | 2,262,225 | (31,185 | ) | ||||||||||
| Equity in losses of investee | — | (11,109 | ) | (7,564 | ) | (16,335 | ) | |||||||||
| Net loss | (17,212,310 | ) | (12,231,253 | ) | (31,328,711 | ) | (26,888,793 | ) | ||||||||
| Net loss attributable to noncontrolling interest in consolidated subsidiary | — | — | — | 858,574 | ||||||||||||
| Net loss attributable to Akerna shareholders | $ | (17,212,310 | ) | $ | (12,231,253 | ) | $ | (31,328,711 | ) | $ | (26,030,219 | ) | ||||
| Basic and diluted weighted average common stock outstanding | 30,741,422 | 18,138,921 | 25,641,950 | 14,414,503 | ||||||||||||
| Basic and diluted net loss per common share | $ | (0.56 | ) | $ | (0.67 | ) | $ | (1.22 | ) | $ | (1.81 | ) | ||||
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AKERNA CORP.
Consolidated Statements of Cash Flows
(unaudited)
| Year Ended December 31, | Year Ended December 31, | |||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities | ||||||||
| Net Loss | $ | (31,328,711 | ) | $ | (26,888,791 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Equity in losses of investment | 7,564 | 16,335 | ||||||
| Bad debt expense | 556,890 | 442,986 | ||||||
| Stock-based compensation expense | 2,070,359 | 1,958,173 | ||||||
| Loss on write off of fixed assets | 1,045,179 | — | ||||||
| Gain on forgiveness of PPP loan | (2,234,730 | ) | — | |||||
| Depreciation and amortization | 5,735,150 | 3,223,844 | ||||||
| Amortization of deferred contract costs | 492,683 | 228,766 | ||||||
| Non-cash interest expense | 1,009,331 | 32,727 | ||||||
| Foreign currency gain | (3,312 | ) | — | |||||
| Impairment of long-lived assets | 14,383,310 | 6,887,000 | ||||||
| Gain on debt extinguishment | (186,177 | ) | — | |||||
| Loss on sale of fixed asset | — | 84,835 | ||||||
| Debt issuance costs | — | 1,177,390 | ||||||
| Change in fair value of convertible notes | 1,365,904 | 195,273 | ||||||
| Change in fair value of derivative liability | (248,198 | ) | (376,811 | ) | ||||
| Change in fair value of contingent consideration | — | (1,991,000 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 849,785 | 608,524 | ||||||
| Prepaid expenses and other current assets | (8,988 | ) | (810,218 | ) | ||||
| Other assets | — | 41,925 | ||||||
| Accounts payable, accrued expenses and other current liabilities | 1,610,470 | (1,523,253 | ) | |||||
| Deferred tax liabilities | (2,274,295 | ) | — | |||||
| Deferred revenue | (1,010,118 | ) | (601,177 | ) | ||||
| Net cash used in operating activities | (8,167,904 | ) | (17,293,472 | ) | ||||
| Cash flows from investing activities | ||||||||
| Developed software additions | (5,427,230 | ) | (3,838,294 | ) | ||||
| Furniture, fixtures, and equipment additions | (39,263 | ) | (168,839 | ) | ||||
| Cash paid for business combinations, net of cash acquired | (5,018,592 | ) | (5,156,459 | ) | ||||
| Net cash used by investing activities | (10,485,085 | ) | (9,163,592 | ) | ||||
| Cash flows from financing activities | ||||||||
| Value of shares withheld related to tax withholdings | (520,395 | ) | — | |||||
| Proceeds from stock offering, net | 1,828,119 | — | ||||||
| Proceeds from the issuance of long term debt | 18,000,000 | — | ||||||
| Payments on debt | (4,571,472 | ) | (1,500,000 | ) | ||||
| Proceeds from the issuance of common stock | — | 29,164,600 | ||||||
| Offering costs from the issuance of common stock | — | (2,145,010 | ) | |||||
| Net cash provided by financing activities | 14,736,252 | 25,519,590 | ||||||
| Effect of exchange rate changes on cash and restricted cash | 18,621 | (2,783 | ) | |||||
| Net (decrease) increase in cash and restricted cash | $ | (3,898,114 | ) | $ | (940,257 | ) | ||
| Cash and restricted cash - beginning of period | 18,340,640 | 19,280,897 | ||||||
| Cash and restricted cash - end of period | $ | 14,442,526 | $ | 18,340,640 | ||||
| Cash paid for taxes | $ | 10,570 | $ | — | ||||
| Cash paid for interest | $ | 507,941 | $ | 150,000 | ||||
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Akerna Corp.
Earnings Before Interest, Taxes, Depreciation and Amortization, and Adjusted EBITDA
The reconciliation of net loss to EBITDA and Adjusted EBITDA is as follows:
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net loss | $ | (17,212,310 | ) | $ | (12,231,252 | ) | $ | (31,328,711 | ) | $ | (26,888,791 | ) | ||||
| Adjustments: | ||||||||||||||||
| Interest expense (income) | 355,710 | 189,397 | 1,531,497 | 161,646 | ||||||||||||
| Change in fair value of convertible notes | (665,000 | ) | 1,739,273 | 1,365,904 | 195,273 | |||||||||||
| Change in fair value of derivative liability | (97,023 | ) | 15,794 | (248,198 | ) | (376,811 | ) | |||||||||
| Income tax expense (benefit) | (2,272,795 | ) | 200 | (2,262,225 | ) | 31,185 | ||||||||||
| Depreciation and amortization | 2,129,715 | 836,215 | 5,735,150 | 3,223,844 | ||||||||||||
| EBITDA | $ | (17,761,703 | ) | $ | (9,450,373 | ) | $ | (25,206,583 | ) | $ | (23,653,654 | ) | ||||
| Impairment of long-lived assets | 14,383,310 | 6,887,000 | 14,383,310 | 6,887,000 | ||||||||||||
| Stock-based compensation expense | 465,476 | 516,169 | 1,967,817 | 1,871,069 | ||||||||||||
| Business combination and merger related costs | 159,583 | 142,639 | 449,940 | 3,339,864 | ||||||||||||
| Non-recurring financing fees | 48,328 | 96,427 | 458,691 | 1,316,984 | ||||||||||||
| Restructuring charges | (33,868 | ) | 421,957 | 2,419,908 | 490,146 | |||||||||||
| Changes in fair value of contingent consideration | — | (604,000 | ) | — | (1,991,000 | ) | ||||||||||
| Gain on forgiveness of PPP loan | — | — | (2,234,730 | ) | — | |||||||||||
| Equity in losses of investee | — | 11,109 | 7,564 | 16,335 | ||||||||||||
| Other non-operating expenses | (186,177 | ) | 59,273 | (186,177 | ) | 59,397 | ||||||||||
| Adjusted EBITDA | $ | (2,925,051 | ) | $ | (1,919,799 | ) | $ | (7,940,260 | ) | $ | (11,663,859 | ) | ||||
Akerna Corp.
The reconciliation of operating expenses to non-GAAP operating expenses is as follows:
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating Expenses | $ | 23,926,599 | $ | 12,925,883 | $ | 45,920,806 | $ | 34,344,910 | ||||||||
| Adjustments: | ||||||||||||||||
| Depreciation and amortization | 2,129,715 | 836,215 | 5,735,150 | 3,223,844 | ||||||||||||
| Stock-based compensation expense | 440,772 | 474,196 | 1,832,692 | 1,784,532 | ||||||||||||
| Business combination and merger related costs | 159,583 | 142,639 | 449,940 | 3,339,864 | ||||||||||||
| Non-recurring financing fees | 48,328 | 96,427 | 458,691 | 1,316,984 | ||||||||||||
| Restructuring charges | (33,868 | ) | 421,957 | 2,420,151 | 490,146 | |||||||||||
| Impairment of long-lived assets | 14,383,310 | 6,887,000 | 14,383,310 | 6,887,000 | ||||||||||||
| Changes in fair value of contingent consideration | — | (604,000 | ) | — | (1,991,000 | ) | ||||||||||
| Non-GAAP Operating Expenses | $ | 6,798,759 | $ | 4,671,449 | $ | 20,640,872 | $ | 19,293,540 | ||||||||
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Akerna Corp.
The reconciliation of product development expense to non-GAAP product development expense is as follows:
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Product development expense | $ | 1,754,130 | $ | 1,407,263 | $ | 6,271,966 | $ | 5,129,814 | ||||||||
| Stock-based compensation expense | 258,415 | 229,650 | 833,079 | 548,233 | ||||||||||||
| Non-GAAP product development expense | $ | 1,495,715 | $ | 1,177,613 | $ | 5,438,887 | $ | 4,581,581 | ||||||||
Akerna Corp.
The reconciliation of sales and marketing expense to non-GAAP sales and marketing expenses is as follows:
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Sales and marketing expense | $ | 3,543,653 | $ | 1,830,526 | $ | 9,108,173 | $ | 8,085,897 | ||||||||
| Stock-based compensation expense | 149,960 | 91,521 | 516,751 | 390,810 | ||||||||||||
| Non-GAAP sales and marketing expense | $ | 3,393,693 | $ | 1,739,005 | $ | 8,591,422 | $ | 7,695,087 | ||||||||
Akerna Corp.
The reconciliation of general and administrative expense to non-GAAP general and administrative expenses is as follows:
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| General and administrative expense | $ | 2,115,790 | $ | 1,964,880 | $ | 10,422,207 | $ | 11,018,356 | ||||||||
| Adjustments: | ||||||||||||||||
| Stock-based compensation expense | 32,397 | 153,026 | 482,862 | 845,492 | ||||||||||||
| Business combination and merger related costs | 159,583 | 142,639 | 449,940 | 3,339,864 | ||||||||||||
| Non-recurring financing fees | 48,328 | 96,427 | 458,691 | 1,316,984 | ||||||||||||
| Restructuring charges | (33,868 | ) | 421,957 | 2,420,151 | 490,146 | |||||||||||
| Changes in fair value of contingent consideration | — | (604,000 | ) | — | (1,991,000 | ) | ||||||||||
| Non-GAAP general and administrative expense | $ | 1,909,350 | $ | 1,754,831 | $ | 6,610,563 | $ | 7,016,870 | ||||||||
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