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)
_______________
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Nevada
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001-32277
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87-0591719
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(State or Other Jurisdictionof Incorporation)
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(CommissionFile Number)
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(IRS EmployerIdentification No.)
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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:
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Exhibit No.
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Description
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Press
release dated August 10, 2021 by Registrant, reporting its
results of operations for quarter ended June 30,
2021.
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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 thereunto duly authorized.
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Dated:
August 10,
2021
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Crexendo, Inc.
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By:
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/s/
Ronald
Vincent
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Ronald
Vincent
Chief
Financial Officer
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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
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CREXENDO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited, in thousands, except par value and share
data)
|
|
|
|
|
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash
and cash equivalents
|
$7,876
|
$17,579
|
|
Restricted
cash
|
-
|
100
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|
Trade
receivables, net of allowance for doubtful accounts of
$58
|
|
|
|
as
of June 30, 2021 and $21 as of December 31, 2020
|
1,406
|
538
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|
Contract
assets
|
199
|
159
|
|
Inventories
|
311
|
504
|
|
Equipment
financing receivables
|
316
|
286
|
|
Contract
costs
|
445
|
421
|
|
Prepaid
expenses
|
834
|
190
|
|
Income
tax receivable
|
11
|
4
|
|
Other
current assets
|
319
|
-
|
|
Total
current assets
|
12,110
|
19,781
|
|
|
|
|
|
Long-term
trade receivables, net of allowance for doubtful
accounts
|
|
|
|
of
$0 as of June 30, 2021 and $0 as of December 31, 2020
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45
|
-
|
|
Long-term
equipment financing receivables, net
|
782
|
906
|
|
Property
and equipment, net
|
3,072
|
2,734
|
|
Deferred
income tax assets, net
|
8,883
|
6,054
|
|
Operating
lease right-of-use assets
|
653
|
1
|
|
Intangible
assets, net
|
23,743
|
252
|
|
Goodwill
|
28,129
|
272
|
|
Contract
costs, net of current portion
|
574
|
549
|
|
Income
tax receivable, net of current portion
|
393
|
-
|
|
Other
long-term assets
|
290
|
156
|
|
Total
Assets
|
$78,281
|
$30,705
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$651
|
$56
|
|
Accrued
expenses
|
5,455
|
1,628
|
|
Finance
leases
|
148
|
29
|
|
Notes
payable
|
72
|
71
|
|
Operating
lease liabilities
|
419
|
1
|
|
Contigent
consideration
|
746
|
-
|
|
Contract
liabilities
|
2,273
|
778
|
|
Total
current liabilities
|
9,764
|
2,563
|
|
|
|
|
|
Contract
liabilities, net of current portion
|
936
|
450
|
|
Finance
leases, net of current portion
|
270
|
55
|
|
Notes
payable, net of current portion
|
1,836
|
1,873
|
|
Operating
lease liabilities, net of current portion
|
263
|
-
|
|
Total
liabilities
|
13,069
|
4,941
|
|
|
|
|
|
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,
21,554,053
|
|
|
|
shares issued and outstanding as of June 30, 2021
and 17,983,177 shares
issued
|
|
|
|
and
outstanding as of December 31, 2020
|
22
|
18
|
|
Additional
paid-in capital
|
116,994
|
75,834
|
|
Accumulated
deficit
|
( 51,805)
|
( 50,088)
|
|
Accumulated
other comprehensive income
|
1
|
-
|
|
Total
stockholders' equity
|
65,212
|
25,764
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
$78,281
|
$30,705
|
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,
|
|
|
|
|
|
|
|
Service
revenue
|
$4,327
|
$3,605
|
$8,466
|
$7,093
|
|
Software
solutions revenue
|
1,012
|
-
|
1,012
|
-
|
|
Product
revenue
|
440
|
449
|
808
|
828
|
|
Total
revenue
|
5,779
|
4,054
|
10,286
|
7,921
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Cost
of service revenue
|
1,347
|
908
|
2,606
|
1,878
|
|
Cost
of software solutions revenue
|
526
|
-
|
526
|
-
|
|
Cost
of product revenue
|
286
|
263
|
511
|
483
|
|
Selling
and marketing
|
1,795
|
1,062
|
3,036
|
2,100
|
|
General
and administrative
|
2,681
|
1,046
|
4,935
|
2,234
|
|
Research
and development
|
388
|
244
|
738
|
514
|
|
Total
operating expenses
|
7,023
|
3,523
|
12,352
|
7,209
|
|
|
|
|
|
|
|
Income/(loss)
from operations
|
( 1,244)
|
531
|
( 2,066)
|
712
|
|
|
|
|
|
|
|
Other
income/(expense):
|
|
|
|
|
|
Interest
income
|
1
|
1
|
1
|
2
|
|
Interest
expense
|
( 21)
|
( 22)
|
( 40)
|
( 31)
|
|
Other
income/(expense), net
|
1
|
1
|
3
|
( 29)
|
|
Total
other income/(expense), net
|
( 19)
|
( 20)
|
( 36)
|
( 58)
|
|
|
|
|
|
|
|
Income/(loss)
before income tax
|
( 1,263)
|
511
|
( 2,102)
|
654
|
|
|
|
|
|
|
|
Income
tax benefit/(provision)
|
260
|
( 3)
|
384
|
( 6)
|
|
|
|
|
|
|
|
Net
income/(loss)
|
$(1,003)
|
$508
|
$(1,718)
|
$648
|
|
|
|
|
|
|
|
Earnings
per common share:
|
|
|
|
|
|
Basic
|
$(0.05)
|
$0.03
|
$(0.09)
|
$0.04
|
|
Diluted
|
$(0.05)
|
$0.03
|
$(0.09)
|
$0.04
|
|
|
|
|
|
|
|
Weighted-average
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,
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Net
income/(loss)
|
$(1,718)
|
$648
|
|
Adjustments
to reconcile net income/(loss) to net cash provided by
operating activities:
|
|
|
|
Depreciation
and amortization
|
362
|
140
|
|
Share-based
compensation
|
735
|
241
|
|
Non-cash
operating lease amortization
|
(2)
|
-
|
|
Changes
in assets and liabilities:
|
|
|
|
Trade
receivables
|
55
|
(183)
|
|
Contract
assets
|
(40)
|
(24)
|
|
Equipment
financing receivables
|
94
|
(255)
|
|
Inventories
|
205
|
(66)
|
|
Contract
costs
|
(49)
|
(61)
|
|
Prepaid
expenses
|
(568)
|
(181)
|
|
Income
tax receivable
|
(400)
|
4
|
|
Other
assets
|
13
|
(51)
|
|
Accounts
payable and accrued expenses
|
1,359
|
(144)
|
|
Income
tax payable
|
-
|
2
|
|
Contract
liabilities
|
(270)
|
21
|
|
Net
cash provided by/(used for) operating activities
|
( 224)
|
91
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
Purchase
of property and equipment
|
( 41)
|
(528)
|
|
Acquisitions
of assets and businesses, net of cash received
|
( 10,505)
|
(176)
|
|
Net
cash used for investing activities
|
(10,546)
|
(704)
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Payment of contingent consideration
|
-
|
( 41)
|
|
Repayments
made on finance leases
|
(20)
|
( 14)
|
|
Proceeds
from notes payable
|
-
|
1,001
|
|
Repayments
made on notes payable
|
(36)
|
( 22)
|
|
Proceeds
from exercise of options
|
1,177
|
498
|
|
Taxes
paid on the net settlement of stock options and RSUs
|
( 155)
|
-
|
|
Net
cash provided by financing activities
|
966
|
1,422
|
|
Effect
of exchange rate changes on cash
|
1
|
-
|
|
NET
DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED
CASH
|
( 9,803)
|
809
|
|
CASH,
CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE
PERIOD
|
17,679
|
4,280
|
|
CASH,
CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE
PERIOD
|
$7,876
|
$5,089
|
|
Cash
used during the year for:
|
|
|
|
Income
taxes, net
|
$(15)
|
$-
|
|
Interest
expense
|
$(40)
|
$(31)
|
|
Supplemental
disclosure of non-cash investing and financing
information:
|
|
|
|
Stock
issued for the acquisition of Centric Telecom
|
$346
|
$-
|
|
Contingent
consideration related to the acquisition of Centric
Telecom
|
$746
|
$-
|
|
Stock
issued in connection with the merger with NetSapiens
|
$16,942
|
$-
|
|
Stock
options issued in connection with the merger with
NetSapiens
|
$22,120
|
$-
|
|
Property
and equipment financed through finance leases
|
$273
|
$-
|
|
Prepaid
assets financed through finance leases
|
$14
|
$-
|
|
Purchase
of property and equipment with a note payable
|
$-
|
$2,000
|
|
Adjustment
to intangible assets and contingent consideration of customer
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,
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
Cloud
telecommunications services
|
$4,767
|
$4,054
|
$9,274
|
$7,921
|
|
Software
solutions
|
1,012
|
-
|
1,012
|
-
|
|
Consolidated
revenue
|
5,779
|
4,054
|
10,286
|
7,921
|
|
|
|
|
|
|
|
Income/(loss)
from operations:
|
|
|
|
|
|
Cloud
telecommunications services
|
(929)
|
531
|
(1,751)
|
712
|
|
Software
solutions
|
(315)
|
-
|
(315)
|
-
|
|
Total
operating income/(loss)
|
(1,244)
|
531
|
(2,066)
|
712
|
|
Other
income/(expense), net:
|
|
|
|
|
|
Cloud
telecommunications services
|
(19)
|
(20)
|
(36)
|
(58)
|
|
Software
solutions
|
-
|
-
|
-
|
-
|
|
Total
other income/(expense), net
|
(19)
|
(20)
|
(36)
|
(58)
|
|
Income/(loss)
before income tax provision:
|
|
|
|
|
|
Cloud
telecommunications services
|
(948)
|
511
|
(1,787)
|
654
|
|
Software
solutions
|
(315)
|
-
|
(315)
|
-
|
|
Income/(loss)
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
Income
|
(Unaudited,
in thousands, except for per share and share data)
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
U.S.
GAAP net income/(loss)
|
$(1,003)
|
$508
|
$(1,718)
|
$648
|
|
Share-based
compensation
|
453
|
136
|
735
|
241
|
|
Acquisition
related expenses
|
377
|
-
|
1,061
|
-
|
|
Amortization
of intangible assets
|
210
|
16
|
267
|
46
|
|
Non-GAAP
net income
|
$37
|
$660
|
$345
|
$935
|
|
|
|
|
|
|
|
Non-GAAP
earnings per common share:
|
|
|
|
|
|
Basic
|
$0.00
|
$0.04
|
$0.02
|
$0.06
|
|
Diluted
|
$0.00
|
$0.04
|
$0.02
|
$0.06
|
|
|
|
|
|
|
|
Weighted-average
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
EBITDA
|
(Unaudited,
in thousands)
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
U.S.
GAAP net income/(loss)
|
$(1,003)
|
$508
|
$(1,718)
|
$648
|
|
Depreciation
and amortization
|
261
|
37
|
362
|
140
|
|
Interest
expense
|
21
|
22
|
40
|
31
|
|
Interest
and other expense/(income)
|
(2)
|
(2)
|
(4)
|
27
|
|
Income
tax provision/(benefit)
|
(260)
|
3
|
(384)
|
6
|
|
EBITDA
|
(983)
|
568
|
(1,704)
|
852
|
|
Acquisition
related expenses
|
377
|
-
|
1,061
|
-
|
|
Share-based
compensation
|
453
|
136
|
735
|
241
|
|
Adjusted
EBITDA
|
$(153)
|
$704
|
$92
|
$1,093
|