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): May 11, 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 May 11, 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 May 11, 2021 by Registrant, reporting its<br>results of operations for quarter and year ended March 31,<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>May 11,<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 First Quarter 2021 Results
PHOENIX, AZ—(Marketwired – May 11, 2021)
Crexendo, Inc. (NASDAQ: CXDO), an award-winning premier provider of cloud communications, UCaaS (Unified Communications as a Service), call center, collaboration services, and other cloud business services that are designed to provide enterprise-class cloud services to any size business at affordable monthly rates, today reported financial results for the first quarter ended March 31, 2021.
First Quarter Financial highlights:
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Total revenue increased 17% year-over-year to $4.5 million.
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Service revenue increased 19% year-over-year to $4.1 million.
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GAAP net loss of $(715,000) or a $(0.04) loss per basic and diluted common share.
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Non-GAAP net income of $308,000 or $0.02 per basic and diluted common share.
Financial Results for the First Quarter of 2021
Consolidated total revenue for the first quarter of 2021 increased 17% to $4.5 million compared to $3.9 million for the first quarter of 2020.
Consolidated service revenue for the first quarter of 2021 increased 19% to $4.1 million compared to $3.5 million for the first quarter of 2020.
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Cloud Telecommunications Segment UCaaS service revenue for the first quarter of 2021 increased 21% to $4.0 million compared to $3.3 million for the first quarter of 2020.
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Web Services Segment service revenue for the first quarter of 2021 decreased 26% to $116,000, compared to $156,000 for the first quarter of 2020.
Consolidated product revenue for the first quarter of 2021 decreased 3% to $368,000 compared to $379,000 for the first quarter of 2020.
Consolidated operating expenses for the first quarter of 2021 increased 45% to $5.3 million compared to $3.7 million for the first quarter of 2020. During the first quarter of 2021, acquisition related expenses accounted for $684,000 of the additional general and administrative expenses.
The Company reported a net loss of $(715,000) for the first quarter of 2021, or a $(0.04) loss per basic and diluted common share, compared to $140,000 net income, or $0.01 per basic and diluted common share for the first quarter of 2020.
Non-GAAP net income of $308,000 for the first quarter of 2021, or $0.02 per basic and diluted common share, compared to a non-GAAP net income of $275,000 or $0.02 per basic and diluted common share for the first quarter of 2020.
EBITDA for the first quarter of 2021 decreased to $(721,000), compared to $284,000 for the first quarter of 2020. Adjusted EBITDA for the first quarter of 2021 decreased to $245,000, compared to $389,000 for the first quarter of 2020.
Total cash, cash equivalents, and restricted cash at March 31, 2021 was $16.2 million compared to $17.7 million at December 31, 2020.
Cash used for operating activities for the first quarter of 2021 of $(248,000) compared to $(288,000) used for the first quarter of 2020. Cash used for investing activities for the first quarter of 2021 of $(2,192,000) compared to $(528,000) used for the first quarter of 2020. Cash provided by financing activities for the first quarter of 2021 of $965,000 compared to $71,000 for the first quarter of 2020.
Steven G. Mihaylo, Chief Executive Officer commented, “I continue to be very excited about the progress we are making and the direction we are headed. While I would have preferred to continue our streak of profitability, we fully expected to operate at a loss this quarter due to the expenses associated with the NetSapiens merger. There were some very good markers for us this quarter, UCaaS service revenue for the first quarter of 2021 increased 21% compared to the first quarter of 2020 and consolidated service revenue increased 19% year-over-year. These are very important and promising trends. It was also a transformational quarter for us with the signing of the merger agreement with NetSapiens. Our proxy is out to our shareholders and we should be able to close the NetSapiens merger hopefully by the end of this month. As I have said before, we will continue to grow the business both organically and through acquisitions, this quarter is a testament to our commitment to our plan.”
Mihaylo added, “I am very excited that we will shortly be rolling out the NetSapiens platform to our Crexendo customers. I am convinced that the NetSapiens video collaboration solutions and mobility solutions used for teleconferencing and telecommuting, are the best in the industry. In the new work from anywhere world, this will be a substantial benefit to the Crexendo customers. NetSapiens was recently spotlighted in Frost & Sullivan’s UCaaS (Unified Communications as a Service) report as the third-party platform vendor with the fastest growth rate in the North American market, and the report ranks NetSapiens at number 4 in UCaaS seats in the North American market. Our combined company pro forma consolidated revenue for 2020 of $27.8 million nearly a 20% increase compared to $23.3 million for 2019, this strong growth demonstrates why this merger is a benefit for our shareholders. Additionally, the NetSapiens community will benefit from our combined years of experience which will be very helpful in continuing to improve the offerings of both organizations. We will, as a joint team, continue to operate the business effectively and efficiently. We carefully monitor how we spend shareholder money, but we will do what is necessary to make our soon to be combined company the best in the industry. I could not be more excited about our future.”
Doug Gaylor, President and Chief Operating Officer, stated, “I am thrilled about our merger with NetSapiens! Our management teams continue to work together closely, and we will hit the ground running after the merger is completed. Our combined synergies, offerings and experiences will prove to be a substantial benefit to all of our customers and our shareholders. The combination of the talented resources from both organizations will make us a better and more complete Company to support over 1.7 million users. I share Steve’s enthusiasm and look forward to the future.”
Conference Call
The Company is hosting a conference call today, May 11, 2021 at 4:30 PM EST. The dial-in number for domestic participants is 888-506-0062 and 973-528-0011 for international participants. Please dial in five minutes prior to the beginning of the call at 4:30 PM EST and reference entry code 748152. A replay of the call will be available until May 18, 2021 by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 41164.
About Crexendo
Crexendo, Inc. is an award-winning premier provider of cloud communications, UCaaS (Unified Communications as a Service), call center, collaboration services, and other cloud business services that are designed to provide enterprise-class cloud services to any size business at affordable monthly rates.
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) being very excited about the progress being made and the direction it is headed; (ii) having fully expected to operate at a loss this quarter due to the expenses associated with the NetSapiens merger; (iii) believing that there were some very good markers for the quarter; (iv) believing that UCaaS service revenue and consolidated service revenue increases are very important and promising trends; (v) that the merger agreement with NetSapiens comprised a transformational quarter; (vi) should be able to close the NetSapiens merger by the end of this month; (vii) continuing to grow the business both organically and through acquisitions and this quarter being a testament to that plan; (VIII) being very excited about offering the NetSapiens platform to its customers; (ix) being convinced that the NetSapiens video collaboration tools are the best in the industry; (X) having accurately determined combined company pro forma consolidated revenue for 2020 of $27.8 million; (iv) believing the expected strong growth demonstrates why the merger is a benefit for its shareholders; (XI) believing that the NetSapiens community will benefit from the combined years of experience and that such experience will be very helpful in continuing to improve the offerings of both organizations; (xii) believing that as a joint team it will continue to operate the business effectively and efficiently; (xii) carefully monitoring how it spends shareholder money and will however do what is necessary to make the combined company the best in the industry; (xiii) not being more excited about its future; (xiii) being thrilled about the merger with NetSapiens; (xiv) combined management teams continue to work together closely and we will hit the ground running after the merger is completed; (xv) believing the combined synergies, offerings and experiences will prove to be a substantial benefit to its customers and its shareholders; and (xvi) believing that the combination of the talented resources from both organizations will make it a better and more complete Company.
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
CREXENDO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited, in thousands, except par value and share data)
| December 31,<br><br><br>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>20 | |
| as<br>of March 31, 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>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 |
| 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 25,000,000 shares,<br>18,424,602 | |
| shares<br>issued and outstanding as of March 31, 2021 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) |
| 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 March 31, | ||
|---|---|---|
| 2021 | 2020 | |
| Service<br>revenue | $4,139 | $3,488 |
| Product<br>revenue | 368 | 379 |
| Total<br>revenue | 4,507 | 3,867 |
| Operating<br>expenses: | ||
| Cost<br>of service revenue | 1,259 | 970 |
| Cost<br>of product revenue | 225 | 220 |
| Selling<br>and marketing | 1,241 | 1,038 |
| General<br>and administrative | 2,254 | 1,188 |
| Research<br>and development | 350 | 270 |
| Total<br>operating expenses | 5,329 | 3,686 |
| Income/(loss)<br>from operations | (822) | 181 |
| Other<br>income/(expense): | ||
| Interest<br>income | - | 1 |
| Interest<br>expense | (19) | (9) |
| Other<br>income/(expense), net | 2 | (30) |
| Total<br>other income/(expense), net | (17) | (38) |
| Income/(loss)<br>before income tax | (839) | 143 |
| Income<br>tax benefit/(provision) | 124 | (3) |
| Net<br>income/(loss) | $(715) | $140 |
| Earnings<br>per common share: | ||
| Basic | $(0.04) | $0.01 |
| Diluted | $(0.04) | $0.01 |
| Weighted-average<br>common shares outstanding: | ||
| Basic | 18,189,783 | 14,905,599 |
| Diluted | 18,189,783 | 16,262,886 |
CREXENDO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Three Months Ended March 31, | ||
|---|---|---|
| 2021 | 2020 | |
| CASH<br>FLOWS FROM OPERATING ACTIVITIES | ||
| Net<br>income/(loss) | $(715) | $140 |
| Adjustments<br>to reconcile net income/(loss) to net cash provided by<br>operating activities: | ||
| Depreciation<br>and amortization | 101 | 103 |
| Share-based<br>compensation | 282 | 105 |
| Changes<br>in assets and liabilities: | ||
| Trade<br>receivables | 174 | (54) |
| Contract<br>assets | (46) | (6) |
| Equipment<br>financing receivables | 14 | (102) |
| Inventories | 97 | 153 |
| Contract<br>costs | (15) | (20) |
| Prepaid<br>expenses | (309) | (323) |
| Income<br>tax receivable | (125) | 3 |
| Other<br>assets | (8) | (50) |
| Accounts<br>payable and accrued expenses | 291 | (290) |
| Contract<br>liabilities | 11 | 53 |
| Net<br>cash used for operating activities | (248) | (288) |
| CASH<br>FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase<br>of property and equipment | (29) | (528) |
| Business<br>acquisition | (2,163) | - |
| Net<br>cash used for investing activities | (2,192) | (528) |
| CASH<br>FLOWS FROM FINANCING ACTIVITIES | ||
| Repayments<br>made on finance leases | (11) | (8) |
| Repayments<br>made on notes payable | (18) | (5) |
| Proceeds<br>from exercise of options | 1,146 | 84 |
| Taxes<br>paid on the net settlement of stock options | (152) | - |
| Net<br>cash provided by financing activities | 965 | 71 |
| NET<br>DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED<br>CASH | (1,475) | (745) |
| 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 | $16,204 | $3,535 |
| Cash<br>used during the year for: | ||
| Income<br>taxes, net | $(1) | $- |
| Interest<br>expense | $(19) | $(9) |
| Supplemental<br>disclosure of non-cash investing and financing<br>information: | ||
| Purchase<br>of property and equipment with a note payable | $- | $2,000 |
| Stock<br>issued for the acquisition of Centric Telecom | $346 | $- |
| Contingent<br>consideration related to the acquisition of Centric<br>Telecom | $746 | $- |
CREXENDO, INC. AND SUBSIDIARIES
Supplemental Segment Financial Data
(Unaudited, in thousands)
| Three Months Ended March 31, | ||
|---|---|---|
| 2021 | 2020 | |
| Revenue: | ||
| Cloud<br>telecommunications | $4,391 | $3,711 |
| Web<br>services | 116 | 156 |
| Consolidated<br>revenue | 4,507 | 3,867 |
| Income/(Loss)<br>from operations: | ||
| Cloud<br>telecommunications | (817) | 129 |
| Web<br>services | (5) | 52 |
| Total<br>operating income/(loss) | (822) | 181 |
| Other<br>income/(expense), net: | ||
| Cloud<br>telecommunications | (17) | (6) |
| Web<br>services | - | (32) |
| Total<br>other income/(expense), net | (17) | (38) |
| Income/(Loss)<br>before income tax provision: | ||
| Cloud<br>telecommunications | (834) | 123 |
| Web<br>services | (5) | 20 |
| Income/(Loss)<br>before income tax provision | $(839) | $143 |
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 May 11, 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:
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EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
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they do not reflect changes in, or cash requirements for, our working capital needs;
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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;
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they do not reflect income taxes or the cash requirements for any tax payments;
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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;
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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
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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 March 31, | ||
|---|---|---|
| 2021 | 2020 | |
| U.S.<br>GAAP net income/(loss) | $(715) | $140 |
| Share-based<br>compensation | 282 | 105 |
| Acquisition<br>related expenses | 684 | - |
| Amortization<br>of intangible assets | 57 | 30 |
| Non-GAAP<br>net income | $308 | $275 |
| Non-GAAP<br>earnings per common share: | ||
| Basic | $0.02 | $0.02 |
| Diluted | $0.02 | $0.02 |
| Weighted-average<br>common shares outstanding: | ||
| Basic | 18,189,783 | 14,904,599 |
| Diluted | 19,484,148 | 16,262,886 |
Reconciliation of U.S. GAAP Net Income/(Loss) to EBITDA to Adjusted EBITDA
(Unaudited, in thousands)
| Three Months Ended March 31, | ||
|---|---|---|
| 2021 | 2020 | |
| U.S.<br>GAAP net income/(loss) | $(715) | $140 |
| Depreciation<br>and amortization | 101 | 103 |
| Interest<br>expense | 19 | 9 |
| Interest<br>and other expense/(income) | (2) | 29 |
| Income<br>tax provision/(benefit) | (124) | 3 |
| EBITDA | (721) | 284 |
| Acquisition<br>related expenses | 684 | - |
| Share-based<br>compensation | 282 | 105 |
| Adjusted<br>EBITDA | $245 | $389 |