8-K
Crexendo, Inc. (CXDO)
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): August 10, 2021
_______________
Crexendo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_______________
| Nevada | 001-32277 | 87-0591719 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (CommissionFile Number) | (IRS EmployerIdentification 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 August 10, 2021, 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<br>release dated August 10, 2021 by Registrant, reporting its<br>results of operations for quarter ended June 30,<br>2021. |
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:<br>August 10,<br>2021 | Crexendo, Inc. | |
|---|---|---|
| By: | /s/<br>Ronald<br>Vincent | |
| Ronald<br>Vincent<br><br><br>Chief<br>Financial Officer |
cxdo_ex991
Exhibit 99.1
Crexendo Announces Second Quarter 2021 Results
PHOENIX, AZ—(Marketwired – August 10, 2021)
Crexendo, Inc. (NASDAQ: CXDO) is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, and collaboration services designed to provide enterprise-class cloud communication solutions to any size business through our business partners, agents, and direct channels. Our solutions currently support over 1.7M end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. Today, the Company reported financial results for the second quarter ended June 30, 2021.
Second Quarter Financial highlights:
●
Total revenue increased 43% year-over-year to $5.8 million.
●
Service revenue increased 20% year-over-year to $4.3 million.
●
Non-GAAP net income of $37,000 and GAAP net loss of $(1.0) million
Financial Results for the Second Quarter of 2021
Consolidated total revenue for the second quarter of 2021 increased 43% to $5.8 million compared to $4.1 million for the second quarter of 2020.
Consolidated service revenue for the second quarter of 2021 increased 20% to $4.3 million compared to $3.6 million for the second quarter of 2020.
Consolidated software solutions revenue for the second quarter of 2021 of $1.0 million compared to $0 for the second quarter of 2020. Software solutions revenue represents revenue from the NetSapiens business combination from the acquisition date of June 1, 2021.
Consolidated product revenue for the second quarter of 2021 decreased 2% to $440,000 compared to $449,000 for the second quarter of 2020.
Consolidated operating expenses for the second quarter of 2021 increased 99% to $7.0 million compared to $3.5 million for the second quarter of 2020. During the second quarter of 2021, acquisition related expenses accounted for $377,000 of the additional general and administrative expenses. Acquisitions also contributed $2.0 million of the additional operating expenses.
The Company reported a net loss of $(1.0) million for the second quarter of 2021, or a $(0.05) loss per basic and diluted common share, compared to $508,000 net income, or $0.03 per basic and diluted common share for the second quarter of 2020.
Non-GAAP net income of $37,000 for the second quarter of 2021, or $0.00 per basic and diluted common share, compared to a non-GAAP net income of $660,000 or $0.04 per basic and diluted common share for the second quarter of 2020.
EBITDA for the second quarter of 2021 decreased to $(983,000), compared to $568,000 for the second quarter of 2020. Adjusted EBITDA for the second quarter of 2021 decreased to $(153,000), compared to $704,000 for the second quarter of 2020.
Financial Results for the six months ended June 30, 2021
Consolidated total revenue for the six months ended June 30, 2021 increased 30% to $10.3 million compared to $7.9 million for the six months ended June 30, 2020.
Consolidated service revenue for the six months ended June 30, 2021 increased 20% to $8.5 million compared to $7.1 million for the six months ended June 30, 2020.
Consolidated software solutions revenue for the six months ended June 30, 2021 of $1.0 million compared to $0 for the six months ended June 30, 2020. Software solutions revenue represents revenue from the NetSapiens business combination from the acquisition date of June 1, 2021.
Consolidated product revenue for the six months ended June 30, 2021 decreased 2% to $808,000 compared to $828,000 for the six months ended June 30, 2020.
Consolidated operating expenses for the six months ended June 30, 2021 increased 71% to $12.4 million compared to $7.2 million for the six months ended June 30, 2020. During the six months ended June 30, 2021, acquisition related expenses accounted for $1.1 million of the additional general and administrative expenses. Acquisitions also contributed $2.4 million of the additional operating expenses.
The Company reported a net loss of $(1.7) million for the six months ended June 30, 2021, or a $(0.09) loss per basic and diluted common share, compared to $648,000 net income, or $0.04 per basic and diluted common share for the six months ended June 30, 2020.
Non-GAAP net income of $345,000 for the six months ended June 30, 2021, or $0.02 per basic and diluted common share, compared to a non-GAAP net income of $935,000 or $0.06 per basic and diluted common share for the six months ended June 30, 2020.
EBITDA for the six months ended June 30, 2021 decreased to $(1.7) million, compared to $852,000 for the six months ended June 30, 2020. Adjusted EBITDA for the six months ended June 30, 2021 decreased to $92,000, compared to $1.1 million for the six months ended June 30, 2020.
Total cash, cash equivalents, and restricted cash at June 30, 2021 was $7.9 million compared to $17.7 million at December 31, 2020.
Cash used for operating activities for the six months ended June 30, 2021 of $(224,000) compared to $91,000 provided by operating activities for the six months ended June 30, 2020. Cash used for investing activities for the six months ended June 30, 2021 of $(10.5) million compared to $(704,000) used for the six months ended June 30, 2020. Cash provided by financing activities for the six months ended June 30, 2021 of $966,000 compared to $1.4 million for the six months ended June 30, 2020.
Steven G. Mihaylo, Chief Executive Officer commented, ”This was a transformational quarter for us. First, we were able to close a major accretive acquisition. Secondly, we were able to increase our quarterly revenue 43% year over year which is very impressive, particularly when you consider that metric only includes one month of NetSapiens revenue. Finally, our telecom service revenue also increased 20% year over year which is also a very impressive metric. These results bode extremely well for our future. We work every day to improve the business, we are prioritizing actively integrating the Crexendo and NetSapiens teams, that work will provide impressive dividends for our shareholders. Our integration plan has enabled us to roll out what we believe is the best telecom offering in the business, the Crexendo VIP Cloud Communications Platform. We have built VIP on the NetSapiens system which supports over 1.7M end users globally. It is not just our team who is impressed with the VIP offer, we were recently awarded the TMC 2021 Communications Solutions Product of the Year, this is particularly impressive as TMC awarded this coveted honor to us shortly after the release of the product. Our customers and our entire team are excited by the offering, and I am convinced our shareholders will also be excited by the results.”
Mihaylo added, “We expected a GAAP loss this quarter, particularly due to the acquisition related costs. We had substantial one-time acquisition costs, additional intangible asset amortization costs, and we also incurred costs related to the buildout and rollout of our VIP platform offering, scheduled upgrades to the Crexendo data center and additional employee costs particularly related to sales. For the foreseeable future GAAP earnings will not be the primary metric I use to measure the business, primarily due to the substantial intangible asset amortization expense from the recent acquisitions. We will be carefully monitoring cash flows from operations, non-GAAP income, EBITDA and adjusted EBITDA as our key performance indicators. I expect those numbers to improve substantially as we continue to grow the business. We are also confident we will see positive results based on the investments made in marketing and the sales processes. In addition, we will start to see cost savings that will be realized by moving the Crexendo customers to the NetSapiens platform enabling us to invest in just one platform. I know there will be operating efficiencies from the acquisition as we will have more cross functionality between the teams. I am very pleased with what we have accomplished so far, but this is only the beginning. I am very excited about our future. “
Doug Gaylor, President and Chief Operating Officer, stated, “I was very pleased with our results and I am thrilled about how well the two organizations are coming together. We are working every day to integrate the Crexendo and NetSapiens businesses and realize the synergies of this accretive acquisition. The senior management teams have been working very closely for some time, and the rest of the teams have been working diligently in finding operational efficiencies. We have already integrated accounting and legal, and we are working on integrating marketing and the teams will be actively finding ways to reduce costs and improve operations. We are very grateful to have added Anand, David and Jim to our senior executive team and we are working diligently together to show great improvements for Crexendo, our shareholders and the NetSapiens community. I share Steve’s enthusiasm for our future growth and success.”
Conference Call
The Company is hosting a conference call today, August 10, 2021 at 4:30 PM EST. The dial-in number for domestic participants is 844-602-0380 and 862-298-0970 for international participants. Please dial in five minutes prior to the beginning of the call at 4:30 PM EST and reference Crexendo earnings call. A replay of the call will be available until August 17, 2021 by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 42387.
About Crexendo
Crexendo, Inc. is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, and collaboration services designed to provide enterprise-class cloud communication solutions to any size business through our business partners, agents, and direct channels. Our solutions currently support over 1.7M end users globally and was recently recognized as the fastest growing UCaaS platform in the United States.
Safe Harbor Statement
This press release contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. The words "believe," "expect," "anticipate," "estimate," "will" and other similar statements of expectation identify forward-looking statements. Specific forward-looking statements in this press release include information about Crexendo (i) having this quarter be a transformational quarter; (ii) that revenue increases bode extremely well for the future; (iii) working every day to improve the business and prioritizing actively integrating the Crexendo and NetSapiens teams which will provide impressive dividends for shareholders; (iv) having the best telecom offering in the business which customers and the Crexendo team are excited about with being convinced our shareholders will also be excited by the results; (v) expecting a GAAP loss this quarter, particularly due to the acquisition related costs; (vi) believing that for the foreseeable future GAAP earnings will not be the primary metric used to measure the business, and monitoring cash flows from operations, non-GAAP income, EBITDA and adjusted EBITDA as key performance indicators; (vii) expect those numbers to improve substantially as the business continues to grow; (viii) being confident that it will see positive results based on the investments made in marketing and the sales processes as well as starting to see cost savings that will be realized by moving the Crexendo customers to the NetSapiens platform; (ix) having operating efficiencies from the acquisition and having more cross functionality between the teams; (x) being very pleased with what has been accomplished so far and being very excited about its future; (xi) being thrilled about how well the two organizations are coming together; (xii) working every day to integrate the Crexendo and NetSapiens businesses and realize the synergies of this accretive acquisition; and (xiii) the teams have been working diligently in finding operational efficiencies and finding ways to reduce costs and improve operations.
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, 2020, and quarterly Form 10-Qs as filed with the SEC. These forward-looking statements speak only as of the date on which such statements are made, and the company undertakes no obligation to update such forward-looking statements, except as required by law.
Contact
Crexendo, Inc.
Doug Gaylor
President and Chief Operating Officer
602-732-7990
dgaylor@crexendo.com
| CREXENDO, INC. AND SUBSIDIARIES<br><br><br>Consolidated Balance Sheets<br><br><br>(Unaudited, in thousands, except par value and share<br>data) | |
|---|---|
| December 31, 2020 | |
| --- | --- |
| Assets | |
| Current<br>assets: | |
| Cash<br>and cash equivalents | $17,579 |
| Restricted<br>cash | 100 |
| Trade<br>receivables, net of allowance for doubtful accounts of<br>58 | |
| as<br>of June 30, 2021 and 21 as of December 31, 2020 | 538 |
| Contract<br>assets | 159 |
| Inventories | 504 |
| Equipment<br>financing receivables | 286 |
| Contract<br>costs | 421 |
| Prepaid<br>expenses | 190 |
| Income<br>tax receivable | 4 |
| Other<br>current assets | - |
| Total<br>current assets | 19,781 |
| Long-term<br>trade receivables, net of allowance for doubtful<br>accounts | |
| of<br>0 as of June 30, 2021 and 0 as of December 31, 2020 | - |
| Long-term<br>equipment financing receivables, net | 906 |
| Property<br>and equipment, net | 2,734 |
| Deferred<br>income tax assets, net | 6,054 |
| Operating<br>lease right-of-use assets | 1 |
| Intangible<br>assets, net | 252 |
| Goodwill | 272 |
| Contract<br>costs, net of current portion | 549 |
| Income<br>tax receivable, net of current portion | - |
| Other<br>long-term assets | 156 |
| Total<br>Assets | $30,705 |
| Liabilities and Stockholders' Equity | |
| Current<br>liabilities: | |
| Accounts<br>payable | $56 |
| Accrued<br>expenses | 1,628 |
| Finance<br>leases | 29 |
| Notes<br>payable | 71 |
| Operating<br>lease liabilities | 1 |
| Contigent<br>consideration | - |
| Contract<br>liabilities | 778 |
| Total<br>current liabilities | 2,563 |
| Contract<br>liabilities, net of current portion | 450 |
| Finance<br>leases, net of current portion | 55 |
| Notes<br>payable, net of current portion | 1,873 |
| Operating<br>lease liabilities, net of current portion | - |
| Total<br>liabilities | 4,941 |
| Stockholders'<br>equity: | |
| Preferred<br>stock, par value 0.001 per share - authorized 5,000,000 shares;<br>none issued | — |
| Common<br>stock, par value 0.001 per share - authorized 50,000,000 shares,<br>21,554,053 | |
| shares issued and outstanding as of June 30, 2021<br>and 17,983,177 shares<br>issued | |
| and<br>outstanding as of December 31, 2020 | 18 |
| Additional<br>paid-in capital | 75,834 |
| Accumulated<br>deficit | ( 50,088) |
| Accumulated<br>other comprehensive income | - |
| Total<br>stockholders' equity | 25,764 |
| Total<br>Liabilities and Stockholders' Equity | $30,705 |
All values are in US Dollars.
CREXENDO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited, in thousands, except per share and share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Service<br>revenue | $4,327 | $3,605 | $8,466 | $7,093 |
| Software<br>solutions revenue | 1,012 | - | 1,012 | - |
| Product<br>revenue | 440 | 449 | 808 | 828 |
| Total<br>revenue | 5,779 | 4,054 | 10,286 | 7,921 |
| Operating<br>expenses: | ||||
| Cost<br>of service revenue | 1,347 | 908 | 2,606 | 1,878 |
| Cost<br>of software solutions revenue | 526 | - | 526 | - |
| Cost<br>of product revenue | 286 | 263 | 511 | 483 |
| Selling<br>and marketing | 1,795 | 1,062 | 3,036 | 2,100 |
| General<br>and administrative | 2,681 | 1,046 | 4,935 | 2,234 |
| Research<br>and development | 388 | 244 | 738 | 514 |
| Total<br>operating expenses | 7,023 | 3,523 | 12,352 | 7,209 |
| Income/(loss)<br>from operations | ( 1,244) | 531 | ( 2,066) | 712 |
| Other<br>income/(expense): | ||||
| Interest<br>income | 1 | 1 | 1 | 2 |
| Interest<br>expense | ( 21) | ( 22) | ( 40) | ( 31) |
| Other<br>income/(expense), net | 1 | 1 | 3 | ( 29) |
| Total<br>other income/(expense), net | ( 19) | ( 20) | ( 36) | ( 58) |
| Income/(loss)<br>before income tax | ( 1,263) | 511 | ( 2,102) | 654 |
| Income<br>tax benefit/(provision) | 260 | ( 3) | 384 | ( 6) |
| Net<br>income/(loss) | $(1,003) | $508 | $(1,718) | $648 |
| Earnings<br>per common share: | ||||
| Basic | $(0.05) | $0.03 | $(0.09) | $0.04 |
| Diluted | $(0.05) | $0.03 | $(0.09) | $0.04 |
| Weighted-average<br>common shares outstanding: | ||||
| Basic | 19,443,777 | 15,023,929 | 18,818,085 | 14,964,138 |
| Diluted | 19,443,777 | 16,671,848 | 18,818,085 | 16,485,754 |
CREXENDO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Six Months Ended June 30, | ||
|---|---|---|
| 2021 | 2020 | |
| CASH<br>FLOWS FROM OPERATING ACTIVITIES | ||
| Net<br>income/(loss) | $(1,718) | $648 |
| Adjustments<br>to reconcile net income/(loss) to net cash provided by<br>operating activities: | ||
| Depreciation<br>and amortization | 362 | 140 |
| Share-based<br>compensation | 735 | 241 |
| Non-cash<br>operating lease amortization | (2) | - |
| Changes<br>in assets and liabilities: | ||
| Trade<br>receivables | 55 | (183) |
| Contract<br>assets | (40) | (24) |
| Equipment<br>financing receivables | 94 | (255) |
| Inventories | 205 | (66) |
| Contract<br>costs | (49) | (61) |
| Prepaid<br>expenses | (568) | (181) |
| Income<br>tax receivable | (400) | 4 |
| Other<br>assets | 13 | (51) |
| Accounts<br>payable and accrued expenses | 1,359 | (144) |
| Income<br>tax payable | - | 2 |
| Contract<br>liabilities | (270) | 21 |
| Net<br>cash provided by/(used for) operating activities | ( 224) | 91 |
| CASH<br>FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase<br>of property and equipment | ( 41) | (528) |
| Acquisitions<br>of assets and businesses, net of cash received | ( 10,505) | (176) |
| Net<br>cash used for investing activities | (10,546) | (704) |
| CASH<br>FLOWS FROM FINANCING ACTIVITIES | ||
| Payment of contingent consideration | - | ( 41) |
| Repayments<br>made on finance leases | (20) | ( 14) |
| Proceeds<br>from notes payable | - | 1,001 |
| Repayments<br>made on notes payable | (36) | ( 22) |
| Proceeds<br>from exercise of options | 1,177 | 498 |
| Taxes<br>paid on the net settlement of stock options and RSUs | ( 155) | - |
| Net<br>cash provided by financing activities | 966 | 1,422 |
| Effect<br>of exchange rate changes on cash | 1 | - |
| NET<br>DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED<br>CASH | ( 9,803) | 809 |
| CASH,<br>CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE<br>PERIOD | 17,679 | 4,280 |
| CASH,<br>CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE<br>PERIOD | $7,876 | $5,089 |
| Cash<br>used during the year for: | ||
| Income<br>taxes, net | $(15) | $- |
| Interest<br>expense | $(40) | $(31) |
| Supplemental<br>disclosure of non-cash investing and financing<br>information: | ||
| Stock<br>issued for the acquisition of Centric Telecom | $346 | $- |
| Contingent<br>consideration related to the acquisition of Centric<br>Telecom | $746 | $- |
| Stock<br>issued in connection with the merger with NetSapiens | $16,942 | $- |
| Stock<br>options issued in connection with the merger with<br>NetSapiens | $22,120 | $- |
| Property<br>and equipment financed through finance leases | $273 | $- |
| Prepaid<br>assets financed through finance leases | $14 | $- |
| Purchase<br>of property and equipment with a note payable | $- | $2,000 |
| Adjustment<br>to intangible assets and contingent consideration of customer<br>relationship asset acquisition | $- | $(121) |
CREXENDO, INC. AND SUBSIDIARIES
Supplemental Segment Financial Data
(Unaudited, in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Revenue: | ||||
| Cloud<br>telecommunications services | $4,767 | $4,054 | $9,274 | $7,921 |
| Software<br>solutions | 1,012 | - | 1,012 | - |
| Consolidated<br>revenue | 5,779 | 4,054 | 10,286 | 7,921 |
| Income/(loss)<br>from operations: | ||||
| Cloud<br>telecommunications services | (929) | 531 | (1,751) | 712 |
| Software<br>solutions | (315) | - | (315) | - |
| Total<br>operating income/(loss) | (1,244) | 531 | (2,066) | 712 |
| Other<br>income/(expense), net: | ||||
| Cloud<br>telecommunications services | (19) | (20) | (36) | (58) |
| Software<br>solutions | - | - | - | - |
| Total<br>other income/(expense), net | (19) | (20) | (36) | (58) |
| Income/(loss)<br>before income tax provision: | ||||
| Cloud<br>telecommunications services | (948) | 511 | (1,787) | 654 |
| Software<br>solutions | (315) | - | (315) | - |
| Income/(loss)<br>before income tax provision | $(1,263) | $511 | $(2,102) | $654 |
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 and amortization of intangibles. We define EBITDA as U.S. GAAP net income/(loss) before interest income, interest expense, other income and expense, provision for income taxes, and depreciation and amortization. We believe EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define Adjusted EBITDA as EBITDA adjusted for acquisition related expenses 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 August 10, 2021 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.
| Reconciliation of U.S. GAAP Net Income/(Loss) to Non-GAAP Net<br>Income | ||||
|---|---|---|---|---|
| (Unaudited,<br>in thousands, except for per share and share data) | ||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||
| 2021 | 2020 | 2021 | 2020 | |
| U.S.<br>GAAP net income/(loss) | $(1,003) | $508 | $(1,718) | $648 |
| Share-based<br>compensation | 453 | 136 | 735 | 241 |
| Acquisition<br>related expenses | 377 | - | 1,061 | - |
| Amortization<br>of intangible assets | 210 | 16 | 267 | 46 |
| Non-GAAP<br>net income | $37 | $660 | $345 | $935 |
| Non-GAAP<br>earnings per common share: | ||||
| Basic | $0.00 | $0.04 | $0.02 | $0.06 |
| Diluted | $0.00 | $0.04 | $0.02 | $0.06 |
| Weighted-average<br>common shares outstanding: | ||||
| Basic | 19,443,777 | 15,023,929 | 18,818,085 | 14,964,138 |
| Diluted | 21,646,930 | 16,671,848 | 20,577,660 | 16,485,754 |
| Reconciliation of U.S. GAAP Net Income/(Loss) to EBITDA to Adjusted<br>EBITDA | ||||
| --- | --- | --- | --- | --- |
| (Unaudited,<br>in thousands) | ||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||
| 2021 | 2020 | 2021 | 2020 | |
| U.S.<br>GAAP net income/(loss) | $(1,003) | $508 | $(1,718) | $648 |
| Depreciation<br>and amortization | 261 | 37 | 362 | 140 |
| Interest<br>expense | 21 | 22 | 40 | 31 |
| Interest<br>and other expense/(income) | (2) | (2) | (4) | 27 |
| Income<br>tax provision/(benefit) | (260) | 3 | (384) | 6 |
| EBITDA | (983) | 568 | (1,704) | 852 |
| Acquisition<br>related expenses | 377 | - | 1,061 | - |
| Share-based<br>compensation | 453 | 136 | 735 | 241 |
| Adjusted<br>EBITDA | $(153) | $704 | $92 | $1,093 |