cxdo_8k.htm

 

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 9, 2022

  

Crexendo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

001-32277

 

87-0591719

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1615 South 52nd Street, Tempe, AZ 85281

(Address of Principal Executive Offices) (Zip Code)

 

(602) 714-8500

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable.

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 9, 2022, Crexendo, Inc. issued a press release, a copy of which is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

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

 

Exhibit No.

 

Description

99.1

 

Press release dated August 9, 2022 by Registrant, reporting its results of operations for quarter ended June 30, 2022.

 

 

2

 

 

SIGNATURES

 

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

 

Dated: August 9, 2022

Crexendo, Inc.

 

 

 

 

 

 

By:

/s/ Ronald Vincent

 

 

 

Ronald Vincent

Chief Financial Officer

 

 

 

3

 

EXHIBIT 99.1

 

 

Crexendo Announces Second Quarter 2022 Results

 

PHOENIX, AZ - (Marketwired – August 9, 2022)

 

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 with video designed to provide enterprise-class cloud communication solutions to any size business through our business partners, software licensees, agents and direct channels. Our solutions currently support over 2.5 million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. We provide our services through two divisions, our Telecommunications Division and our Software Division. Today, the Company reported financial results for the second quarter ended June 30, 2022.

 

Second Quarter Financial highlights:

 

·

Total revenue increased 53% year-over-year to $8.8 million.

·

GAAP net loss of $(896,000) or a $(0.04) loss per basic and diluted common share.

·

Non-GAAP net income of $512,000 or $0.02 per basic and diluted common share.

 

Financial Results for the Second Quarter of 2022

 

Consolidated total revenue for the second quarter of 2022 increased 53% to $8.8 million compared to $5.8 million for the second quarter of 2021.

 

Consolidated service revenue for the second quarter of 2022 increased 5% to $4.6 million compared to $4.3 million for the second quarter of 2021.

 

Consolidated software solutions revenue for the second quarter of 2022 increased 256% to $3.6 million compared to $1.0 million for the second quarter of 2021. For comparison purposes, the three months ended June 30, 2021 only includes one month of activity from our June 1, 2021 acquisition of the software solutions segment.

 

Consolidated product revenue for the second quarter of 2022 increased 57% to $692,000 compared to $440,000 for the second quarter of 2021.

 

Consolidated operating expenses for the second quarter of 2022 increased 38% to $9.7 million compared to $7.0 million for the second quarter of 2021. For comparison purposes, the three months ended June 30, 2021 only includes one month of operating expenses from our June 1, 2021 acquisition of the software solutions segment.

 

The Company reported a net loss of $(896,000) for the second quarter of 2022, or a $(0.04) loss per basic and diluted common share, compared to a net loss of $(1.0) million, or $(0.05) loss per basic and diluted common share for the second quarter of 2021.

 

Non-GAAP net income of $512,000 for the second quarter of 2022, or $0.02 per basic and diluted common share, compared to non-GAAP net income of $37,000 or $0.00 per basic and diluted common share for the second quarter of 2021.

 

EBITDA loss for the second quarter of 2022 of $(232,000), compared to a $(983,000) loss for the second quarter of 2021. Adjusted EBITDA for the second quarter of 2022 of $626,000, compared to a loss of $(153,000) for the second quarter of 2021.

 

 
1

 

 

Financial Results for the six months ended June 30, 2022

 

Consolidated total revenue for the six months ended June 30, 2022 increased 65% to $17.0 million compared to $10.3 million for the six months ended June 30, 2021.

 

Consolidated service revenue for the six months ended June 30, 2022 increased 6% to $9.0 million compared to $8.5 million for the six months ended June 30, 2021.

 

Consolidated software solutions revenue for the six months ended June 30, 2022 increased 578% to $6.9 million compared to $1.0 million for the six months ended June 30, 2021. For comparison purposes, the six months ended June 30, 2021 only includes one month of activity from our June 1, 2021 acquisition of the software solutions segment.

 

Consolidated product revenue for the six months ended June 30, 2022 increased 47% to $1.2 million compared to $808,000 for the six months ended June 30, 2021.

 

Consolidated operating expenses for the six months ended June 30, 2022 increased 56% to $19.2 million compared to $12.4 million for the six months ended June 30, 2021. For comparison purposes, the six months ended June 30, 2021 only includes one month of operating expenses from our June 1, 2021 acquisition of the software solutions segment.

 

The Company reported net loss of $(2.1) million for the six months ended June 30, 2022, or $(0.09) loss per basic and diluted common share, compared to net loss of $(1.7) million, or $(0.09) loss per basic and diluted common share for the six months ended June 30, 2021.

 

Non-GAAP net income of $917,000 for the six months ended June 30, 2022, or $0.04 per basic and diluted common share, compared to non-GAAP net income of $345,000 or $0.02 per basic and diluted common share for the six months ended June 30, 2021.

 

EBITDA loss for the six months ended June 30, 2022 of $(1.0) million, compared to a loss of $(1.7) million for the six months ended June 30, 2021. Adjusted EBITDA for the six months ended June 30, 2022 of $928,000, compared to $92,000 for the six months ended June 30, 2021.

 

Total cash and cash equivalents at June 30, 2022 was $4.9 million compared to $7.5 million at December 31, 2021.

 

Cash used for operating activities for the six months ended June 30, 2022 of $(2.6) million compared to $(224,000) used for the six months ended June 30, 2021. Cash used for investing activities for the six months ended June 30, 2022 of $(40,000) compared to $(10.5) million used for the six months ended June 30, 2021. Cash used for financing activities for the six months ended June 30, 2022 of $(20,000) compared to cash provided by investing activities of $966,000 for the six months ended June 30, 2021.

 

Steven G. Mihaylo, Chief Executive Officer commented, “The results this quarter are very impressive, especially when you consider all of the economic headwinds we have been facing. I am particularly pleased that we have been able to increase total revenue 53% year-over-year to $8.8 million and continue to maintain profitability both on a Non-GAAP and Adjusted EBITDA basis. I am very favorably impressed with the Non-GAAP net income of $512,000 or $0.02 per basic and diluted common share and our Adjusted EBITDA of $626,000 for the quarter. We have also reduced our GAAP net loss during the quarter and I expect these positive trends to continue. While our results were very good, we never lose sight of our obligation to improve the business every day and work on improving shareholder value. We will work tirelessly to control expenses, I am undertaking a review of every discretionary expense we have, and fully expect the team to manage expenses deliberately and to watch every penny we spend.”

 

Mihaylo added ”We also continue to work on marketing and sales, I have been very pleased with the quality of partners and master agents we have added recently, and I expect those initiatives to accelerate our sales particularly on the telecom side of the business. I remain very optimistic on our future. We have built the business carefully and methodically and have done so without mortgaging our future with debt that is not sustainable, and in the long run it is what I am convinced will make us successful. I expect our growth to continue both organically and through potential accretive acquisitions we are carefully considering.”

 

Doug Gaylor, President, and Chief Operating Officer stated “ I want to join Steve in commending our team for the remarkable job they have done in coming together as a cohesive unit. The shared passion in serving our customer and developing the best products and services will be something that will continue to impress our customers, our employees and most importantly our shareholders. Our Management team is focused on these initiatives to continue to improve the business and grow our top and bottom lines. It is a very exciting time for Crexendo, and we are positioned well to continue executing our plans.”

 

 
2

 

 

Conference Call

 

The Company is hosting a conference call today, August 9, 2022, at 4:30 PM EDT. The dial-in number for domestic participants is 877-545-0320 and 973-528-0002 for international participants. Please dial in five minutes prior to the beginning of the call at 4:30 PM EDT and reference participant access code 716284. A replay of the call will be available until August 16, 2022, by dialing toll-free at 877-481-4010 or 919-882-2331 for international callers. The replay passcode is 46195.

 

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, video conferencing and collaboration services with video 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 2.5 million 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) believing the results this quarter are very impressive, especially when you consider all of the economic headwinds and being particularly pleased with the increase total revenue and continuing to maintain profitability both on a Non-GAAP and Adjusted EBITDA basis; (ii) believing  these positive trends will continue; (iii)  never losing sight of its obligation to improve the business every day and work on improving shareholder value; (iv) undertaking a review of every discretionary expense and expecting the team to manage expenses deliberately and to watch every penny spent; (v) continuing to work on marketing and sales while being pleased with the quality of dealers and master agents; (vi) expecting those initiatives to accelerate sales particularly on the service side of the business; (vii) remaining very optimistic on its future; (viii) building the business carefully and methodically so without mortgaging its future with debt that is not sustainable and being convince of success of the business; (ix) expecting growth to continue both organically and through potential accretive acquisitions  carefully being considered; (x) having a shared passion in serving  customer  developing the best products and services which will be something that will continue to impress  customers, employees and shareholders; (xi) the management team being focused on initiatives to continue to improve the business and grow  top and bottom lines; and (xii) being well positioned  to continue executing its plans.

 

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, 2021, 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

[email protected]

 

 
3

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

 

 

 

June 30, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 4,876

 

 

$ 7,468

 

Trade receivables, net of allowance for doubtful accounts of $67,000

 

 

 

 

 

 

 

 

as of June 30, 2022 and $72 as of December 31, 2021

 

 

3,524

 

 

 

2,177

 

Contract assets

 

 

266

 

 

 

261

 

Inventories

 

 

258

 

 

 

231

 

Equipment financing receivables

 

 

477

 

 

 

332

 

Contract costs

 

 

859

 

 

 

648

 

Prepaid expenses

 

 

678

 

 

 

358

 

Income tax receivable

 

 

-

 

 

 

11

 

Other current assets

 

 

22

 

 

 

74

 

Total current assets

 

 

10,960

 

 

 

11,560

 

 

 

 

 

 

 

 

 

 

Long-term equipment financing receivables, net

 

 

1,025

 

 

 

942

 

Property and equipment, net

 

 

2,889

 

 

 

2,989

 

Deferred income tax assets, net

 

 

986

 

 

 

986

 

Operating lease right-of-use assets

 

 

499

 

 

 

570

 

Intangible assets, net

 

 

21,062

 

 

 

22,161

 

Goodwill

 

 

36,972

 

 

 

36,972

 

Contract costs, net of current portion

 

 

850

 

 

 

697

 

Income tax receivable, net of current portion

 

 

355

 

 

 

-

 

Other long-term assets

 

 

270

 

 

 

275

 

Total Assets

 

$ 75,868

 

 

$ 77,152

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 388

 

 

$ 476

 

Accrued expenses

 

 

4,605

 

 

 

4,904

 

Finance leases

 

 

107

 

 

 

110

 

Notes payable

 

 

1,836

 

 

 

1,873

 

Operating lease liabilities

 

 

352

 

 

 

447

 

Income tax payable

 

 

-

 

 

 

24

 

Contract liabilities

 

 

2,175

 

 

 

2,738

 

Total current liabilities

 

 

9,463

 

 

 

10,572

 

 

 

 

 

 

 

 

 

 

Contract liabilities, net of current portion

 

 

196

 

 

 

290

 

Finance leases, net of current portion

 

 

139

 

 

 

193

 

Operating lease liabilities, net of current portion

 

 

186

 

 

 

164

 

Total liabilities

 

 

9,984

 

 

 

11,219

 

 

 

 

 

 

 

 

 

 

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, 22,537,435

 

 

 

 

 

 

 

 

shares issued and outstanding as of June 30, 2022 and 22,054,239 shares issued

 

 

 

 

 

 

 

 

and outstanding as of December 31, 2021

 

 

23

 

 

 

22

 

Additional paid-in capital

 

 

120,416

 

 

 

118,432

 

Accumulated deficit

 

 

(54,649 )

 

 

(52,533 )

Accumulated other comprehensive income

 

 

94

 

 

 

12

 

Total stockholders' equity

 

 

65,884

 

 

 

65,933

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$ 75,868

 

 

$ 77,152

 

 

 
4

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share and share data)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Service revenue

 

$ 4,556

 

 

$ 4,327

 

 

$ 8,954

 

 

$ 8,466

 

Software solutions revenue

 

 

3,598

 

 

 

1,012

 

 

 

6,866

 

 

 

1,012

 

Product revenue

 

 

692

 

 

 

440

 

 

 

1,184

 

 

 

808

 

Total revenue

 

 

8,846

 

 

 

5,779

 

 

 

17,004

 

 

 

10,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

1,438

 

 

 

1,347

 

 

 

2,874

 

 

 

2,606

 

Cost of software solutions revenue

 

 

1,156

 

 

 

526

 

 

 

2,817

 

 

 

526

 

Cost of product revenue

 

 

372

 

 

 

286

 

 

 

689

 

 

 

511

 

Selling and marketing

 

 

2,771

 

 

 

1,897

 

 

 

5,355

 

 

 

3,176

 

General and administrative

 

 

2,757

 

 

 

2,579

 

 

 

6,006

 

 

 

4,795

 

Research and development

 

 

1,204

 

 

 

388

 

 

 

1,508

 

 

 

738

 

Total operating expenses

 

 

9,698

 

 

 

7,023

 

 

 

19,249

 

 

 

12,352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(852 )

 

 

(1,244 )

 

 

(2,245 )

 

 

(2,066 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

Interest expense

 

 

(19 )

 

 

(21 )

 

 

(38 )

 

 

(40 )

Other income/(expense), net

 

 

(107 )

 

 

1

 

 

 

(116 )

 

 

3

 

Total other expense, net

 

 

(126 )

 

 

(19 )

 

 

(154 )

 

 

(36 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax

 

 

(978 )

 

 

(1,263 )

 

 

(2,399 )

 

 

(2,102 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

82

 

 

 

260

 

 

 

283

 

 

 

384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (896 )

 

$ (1,003 )

 

$ (2,116 )

 

$ (1,718 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.04 )

 

$ (0.05 )

 

$ (0.09 )

 

$ (0.09 )

Diluted

 

$ (0.04 )

 

$ (0.05 )

 

$ (0.09 )

 

$ (0.09 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,456,420

 

 

 

19,443,777

 

 

 

22,347,510

 

 

 

18,818,085

 

Diluted

 

 

22,456,420

 

 

 

19,443,777

 

 

 

22,347,510

 

 

 

18,818,085

 

 

 
5

 

 

CREXENDO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (2,116 )

 

$ (1,718 )

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,239

 

 

 

362

 

Share-based compensation

 

 

1,911

 

 

 

735

 

Non-cash operating lease amortization

 

 

(2 )

 

 

(2 )

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(1,347 )

 

 

55

 

Contract assets

 

 

(5 )

 

 

(40 )

Equipment financing receivables

 

 

(228 )

 

 

94

 

Inventories

 

 

(27 )

 

 

205

 

Contract costs

 

 

(364 )

 

 

(49 )

Prepaid expenses

 

 

(320 )

 

 

(568 )

Income tax receivable

 

 

(344 )

 

 

(400 )

Other assets

 

 

57

 

 

 

13

 

Accounts payable and accrued expenses

 

 

(387 )

 

 

1,359

 

Income tax payable

 

 

(24 )

 

 

-

 

Contract liabilities

 

 

(657 )

 

 

(270 )

Net cash used for operating activities

 

 

(2,614 )

 

 

(224 )

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(40 )

 

 

(41 )

Acquisitions of assets and businesses, net of cash received

 

 

-

 

 

 

(10,505 )

Net cash used for investing activities

 

 

(40 )

 

 

(10,546 )

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayments made on finance leases

 

 

(57 )

 

 

(20 )

Repayments made on notes payable

 

 

(37 )

 

 

(36 )

Proceeds from exercise of options

 

 

415

 

 

 

1,177

 

Dividend payments

 

 

(223 )

 

 

-

 

Taxes paid on the net settlement of stock options and RSUs

 

 

(118 )

 

 

(155 )

Net cash provided by/(used for) financing activities

 

 

(20 )

 

 

966

 

Effect of exchange rate changes on cash

 

 

82

 

 

 

1

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(2,592 )

 

 

(9,803 )

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

 

 

7,468

 

 

 

17,679

 

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

 

$ 4,876

 

 

$ 7,876

 

Cash used during the year for:

 

 

 

 

 

 

 

 

Income taxes, net

 

$ (96 )

 

$ (15 )

Interest expense

 

$ (38 )

 

$ (40 )

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

 

  

 
6

 

 

CREXENDO, INC. AND SUBSIDIARIES

Supplemental Segment Financial Data

(In thousands)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

$ 5,248

 

 

$ 4,767

 

 

$ 10,138

 

 

$ 9,274

 

Software solutions

 

 

3,598

 

 

 

1,012

 

 

 

6,866

 

 

 

1,012

 

Consolidated revenue

 

 

8,846

 

 

 

5,779

 

 

 

17,004

 

 

 

10,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(543 )

 

 

(929 )

 

 

(1,597 )

 

 

(1,751 )

Software solutions

 

 

(309 )

 

 

(315 )

 

 

(648 )

 

 

(315 )

Total operating loss

 

 

(852 )

 

 

(1,244 )

 

 

(2,245 )

 

 

(2,066 )

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(17 )

 

 

(19 )

 

 

(35 )

 

 

(36 )

Software solutions

 

 

(109 )

 

 

-

 

 

 

(119 )

 

 

-

 

Total other expense, net

 

 

(126 )

 

 

(19 )

 

 

(154 )

 

 

(36 )

Loss before income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(560 )

 

 

(948 )

 

 

(1,632 )

 

 

(1,787 )

Software solutions

 

 

(418 )

 

 

(315 )

 

 

(767 )

 

 

(315 )

Loss before income tax provision

 

$ (978 )

 

$ (1,263 )

 

$ (2,399 )

 

$ (2,102 )

 

 
7

 

 

Use of Non-GAAP Financial Measures

 

To evaluate our business, we consider and use non-generally accepted accounting principles (“Non-GAAP”) net income and Adjusted EBITDA as a supplemental measure of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income to be an important indicator of overall business performance because it allows us to evaluate results without the effects of share-based compensation, acquisition related expenses, changes in fair value of contingent consideration 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, changes in fair value of contingent consideration and share-based compensation. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. We also believe use of Adjusted EBITDA facilitates investors’ use of operating performance comparisons from period to period, as well as across companies.

 

In our August 9, 2022, earnings press release, as furnished on Form 8-K, we included Non-GAAP net income, EBITDA and Adjusted EBITDA. The terms Non-GAAP net income, EBITDA, and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in analytical tools, and when assessing our operating performance, Non-GAAP net income, EBITDA, and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income/(loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:

 

 

·

EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 

·

they do not reflect changes in, or cash requirements for, our working capital needs;

 

·

they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur;

 

·

they do not reflect income taxes or the cash requirements for any tax payments;

 

·

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

 

·

while share-based compensation is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and

 

·

other companies may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

 

We compensate for these limitations by relying primarily on our U.S. GAAP results and using Non-GAAP net income, EBITDA, and Adjusted EBITDA only as supplemental support for management’s analysis of business performance. Non-GAAP net income, EBITDA and Adjusted EBITDA are calculated as follows for the periods presented.

 

Reconciliation of Non-GAAP Financial Measures

 

In accordance with the requirements of Regulation G issued by the SEC, we are presenting the most directly comparable U.S. GAAP financial measures and reconciling the unaudited Non-GAAP financial metrics to the comparable U.S. GAAP measures.

 

 
8

 

 

Reconciliation of U.S. GAAP Net Loss to Non-GAAP Net Income

(Unaudited, in thousands, except for per share and share data)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

U.S. GAAP net loss

 

$ (896 )

 

$ (1,003 )

 

$ (2,116 )

 

$ (1,718 )

Share-based compensation

 

 

858

 

 

 

453

 

 

 

1,911

 

 

 

735

 

Acquisition related expenses

 

 

-

 

 

 

377

 

 

 

23

 

 

 

1,061

 

Amortization of intangible assets

 

 

550

 

 

 

210

 

 

 

1,099

 

 

 

267

 

Non-GAAP net income

 

$ 512

 

 

$ 37

 

 

$ 917

 

 

$ 345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.02

 

 

$ 0.00

 

 

$ 0.04

 

 

$ 0.02

 

Diluted

 

$ 0.02

 

 

$ 0.00

 

 

$ 0.04

 

 

$ 0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,456,420

 

 

 

19,443,777

 

 

 

22,347,510

 

 

 

18,818,085

 

Diluted

 

 

25,278,052

 

 

 

21,646,930

 

 

 

25,582,196

 

 

 

20,577,660

 

 

Reconciliation of U.S. GAAP Net Loss to EBITDA to Adjusted EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

U.S. GAAP net loss

 

$ (896 )

 

$ (1,003 )

 

$ (2,116 )

 

$ (1,718 )

Depreciation and amortization

 

 

620

 

 

 

261

 

 

 

1,239

 

 

 

362

 

Interest expense

 

 

19

 

 

 

21

 

 

 

38

 

 

 

40

 

Interest and other expense/(income)

 

 

107

 

 

 

(2 )

 

 

116

 

 

 

(4 )

Income tax benefit

 

 

(82 )

 

 

(260 )

 

 

(283 )

 

 

(384 )

EBITDA

 

 

(232 )

 

 

(983 )

 

 

(1,006 )

 

 

(1,704 )

Acquisition related expenses

 

 

-

 

 

 

377

 

 

 

23

 

 

 

1,061

 

Share-based compensation

 

 

858

 

 

 

453

 

 

 

1,911

 

 

 

735

 

Adjusted EBITDA

 

$ 626

 

 

$ (153 )

 

$ 928

 

 

$ 92

 

 

 
9