via NewMediaWire --
Forian Inc. (Nasdaq:
FORA), a provider of technology, analytics and data science
driven solutions for the healthcare and cannabis industries, today
announced results for the quarter ended September 30, 2022.
“Forian’s third quarter results demonstrate our
business model’s ability to generate significant organic growth,”
said Max Wygod, Forian Executive Chairman. “The strong results
enable us to report that we are on track to exceed the high-end of
our revenue range for full year 2022.”
Forian Chief Executive Officer Dan
Barton continued, “Third quarter 2022 financial results
continue to demonstrate significant revenue growth, especially in
our healthcare information offerings. This strong revenue growth
coupled with the consistency in our cannabis business and the
success of our cost management efforts provide the blueprint to
reduce Net Loss and become Adjusted EBITDA positive in the second
half of 2023.”
Third Quarter 2022 Financial Results
- Forian delivered the
following results for the third quarter of 2022:
|
|
Three Months Ended September
30, |
|
Year-over-Year %
Change |
|
|
2022 |
|
|
2021 |
|
|
|
Unaudited |
|
|
Unaudited |
|
Total revenue |
$ |
7,176,328 |
|
$ |
4,961,755 |
|
45% |
Net Loss |
$ |
(5,127,624) |
|
$ |
(7,021,722) |
|
27% |
Basic and diluted net loss per common
share |
$ |
(0.16) |
|
$ |
(0.22) |
|
29% |
|
|
|
|
|
|
|
|
Adjusted EBITDA1 |
$ |
(2,145,180) |
|
$ |
(4,122,830) |
|
48% |
- Revenue for the quarter was $7.2
million, an increase of $2.2 million versus the prior year and 10%
sequentially over the second quarter of 2022.
- Net Loss for the quarter was $5.1
million, or $0.16 per share, compared to $7.0 million, or $0.22 per
share, in the prior year.
- Adjusted EBITDA1 for the quarter was
negative $2.2 million, compared to negative $4.1 million in the
prior year.
- Cash, cash equivalents and marketable
securities at the end of the quarter was $20.6 million.
1This release uses non-GAAP financial measures
that are adjusted for the impact of various U.S. GAAP items. See
the section titled “Non-GAAP Financial Measures”
and the table entitled “Reconciliation of U.S. GAAP to
Non-GAAP Financial Measures” below for details.
Third Quarter 2022 Operational
Highlights
- Year-to-date healthcare information new customer wins on
par with total new wins in 2021
- Cross selling and upselling initiatives increased revenue
from existing clients
- Strong cannabis software sales continued through the
third quarter
- Successful implementation of cost management
strategies
Quarterly Conference Call and
Webcast
Forian will host a conference call and webcast at
4:30 p.m. ET on November 14, 2022 to discuss its financial results
with the investment community. To register for the conference
call, click here. The webcast will be available live
at https://edge.media-server.com/mmc/p/8vfqfw2e. This
information is also available on our website
at www.forian.com/investors. To be included on the
Company’s email distribution list, please sign up
at www.forian.com/investors.
About Forian
Forian provides a unique suite of SaaS solutions,
data management capabilities and proprietary data and analytics to
optimize and measure operational, clinical and financial
performance for customers within the traditional and emerging life
sciences, healthcare payer and provider segments, as well as
cannabis dispensaries, manufacturers, cultivators and regulators.
For more information, please visit the Company’s website
at www.forian.com.
Media and Investor
Contact:267-225-6263forian.com/investorsir@forian.com
Source: Forian Inc.
Cautionary Statements Regarding Forward-Looking
Statements
This release contains “forward-looking statements”
within the meaning of the federal securities laws, including
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“see,” “will,” “would,” “target,” similar expressions and
variations or negatives of these words. In particular, this release
includes an estimate of our full year 2022 revenue outlook as of
November 14, 2022. Estimating financial performance accurately for
future periods is difficult as it involves assumptions and internal
estimates that may prove to be incorrect and is based on plans and
circumstances that may change. There is therefore a significant
risk that actual results could differ materially from the outlook
we have provided in this release, and we have no obligation to
update such outlook except as may be required under applicable law.
Forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond the
control of Forian, and are not guarantees of future results, such
as statements about the anticipated benefits of the business
combination transaction involving Forian, Medical Outcomes Research
Analytics, LLC and Helix Technologies, Inc. (“Helix”), future
financial and operating results, company strategy and intended
product offerings and market positioning. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Factors that could cause actual results to differ include, but are
not limited to, those risks and uncertainties associated with: the
impact of the COVID-19 pandemic on Forian’s business, operations,
strategy and goals; Forian’s ability to execute on its strategy;
the timing of the introduction of new product offerings; and the
additional risks and uncertainties set forth more fully under the
caption “Risk Factors” in Forian's Annual Report on Form 10-K for
the year ended December 31, 2021, as filed with the SEC on March
31, 2022, and elsewhere in Forian’s filings and reports with the
SEC. Forward-looking statements contained in this announcement are
made as of the date hereof, and Forian undertakes no duty to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required under applicable law.
|
FORIAN
INC. |
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, |
|
December
31, |
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
(UNAUDITED) |
|
|
|
|
ASSETS |
|
|
|
|
|
Current
assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
1,585,594 |
|
|
$ |
18,663,805 |
|
|
|
Marketable securities |
|
19,046,961 |
|
|
|
12,399,361 |
|
|
|
Accounts receivable, net |
|
3,553,323 |
|
|
|
1,947,540 |
|
|
|
Contract assets |
|
1,978,181 |
|
|
|
1,056,891 |
|
|
|
Prepaid expenses |
|
1,205,630 |
|
|
|
1,017,927 |
|
|
|
Other assets |
|
436,101 |
|
|
|
900,242 |
|
|
|
Total current assets |
|
27,805,790 |
|
|
|
35,985,766 |
|
|
|
|
|
|
|
|
|
Property and
equipment, net |
|
2,870,667 |
|
|
|
1,531,959 |
|
|
|
Intangible
assets, net |
|
7,344,677 |
|
|
|
9,051,184 |
|
|
|
Goodwill |
|
9,099,372 |
|
|
|
9,099,372 |
|
|
|
Right of use
assets, net |
|
706,272 |
|
|
|
859,637 |
|
|
|
Deposits and
other assets |
|
274,532 |
|
|
|
314,443 |
|
|
|
Total assets |
$ |
48,101,310 |
|
|
$ |
56,842,361 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Accounts payable |
$ |
896,916 |
|
|
$ |
1,125,067 |
|
|
|
Accrued expenses |
|
4,557,385 |
|
|
|
4,068,109 |
|
|
|
Short-term operating lease liabilities |
|
265,474 |
|
|
|
247,325 |
|
|
|
Notes payable |
|
- |
|
|
|
13,122 |
|
|
|
Warrant liability |
|
26,079 |
|
|
|
369,234 |
|
|
|
Deferred revenues |
|
2,685,027 |
|
|
|
976,268 |
|
|
|
Total current liabilities |
|
8,430,881 |
|
|
|
6,799,125 |
|
|
|
|
|
|
|
|
|
Long-term
liabilities: |
|
|
|
|
|
Long-term operating lease liabilities |
|
444,996 |
|
|
|
611,523 |
|
|
|
Convertible notes payable, net of debt issuance costs ($6,000,000
in principal is held by a related party) |
|
24,893,488 |
|
|
|
24,260,448 |
|
|
|
Total long-term liabilities |
|
25,338,484 |
|
|
|
24,871,971 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
33,769,365 |
|
|
|
31,671,096 |
|
|
|
|
|
|
|
|
|
Commitments
and contingencies |
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0
issued and outstanding as of September 30, 2022 and December 31,
2021 |
|
- |
|
|
|
- |
|
|
|
Common Stock; par value $0.001; 95,000,000 Shares authorized;
32,138,000 issued and outstanding as of September 30, 2022 and
31,773,154 issued and outstanding as of December 31, 2021 |
|
32,138 |
|
|
|
31,773 |
|
|
|
Additional paid-in capital |
|
69,535,194 |
|
|
|
57,959,622 |
|
|
|
Accumulated deficit |
|
(55,235,387 |
) |
|
|
(32,820,130 |
) |
|
|
Total stockholders' equity |
|
14,331,945 |
|
|
|
25,171,265 |
|
|
|
Total liabilities and stockholders' equity |
$ |
48,101,310 |
|
|
$ |
56,842,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC. |
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
|
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
Information
and Software |
$
6,780,680 |
|
$
4,489,177 |
|
$
18,674,213 |
|
$
9,661,826 |
|
|
|
Services |
341,173 |
|
269,753 |
|
1,168,034 |
|
858,400 |
|
|
|
Other |
54,475 |
|
202,825 |
|
259,618 |
|
610,123 |
|
|
|
Total
revenues |
7,176,328 |
|
4,961,755 |
|
20,101,865 |
|
11,130,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Cost of
revenues |
1,839,996 |
|
1,337,981 |
|
5,154,353 |
|
3,028,657 |
|
|
|
Research and
development |
3,259,511 |
|
2,612,184 |
|
9,869,435 |
|
6,059,948 |
|
|
|
Sales and
marketing |
1,525,286 |
|
1,088,203 |
|
4,455,269 |
|
2,864,213 |
|
|
|
General and
administrative |
4,659,959 |
|
6,673,723 |
|
15,618,570 |
|
16,035,981 |
|
|
|
Separation
expenses |
- |
|
- |
|
5,611,857 |
|
- |
|
|
|
Gain on sale
of assets |
- |
|
- |
|
(202,159) |
|
- |
|
|
|
Depreciation
and amortization |
842,933 |
|
598,565 |
|
2,052,729 |
|
1,381,637 |
|
|
|
Transaction
related expenses |
- |
|
- |
|
- |
|
1,210,279 |
|
|
|
Total costs
and expenses |
12,127,685 |
|
12,310,656 |
|
42,560,054 |
|
30,580,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
From Operations |
(4,951,357) |
|
(7,348,901) |
|
(22,458,189) |
|
(19,450,366) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Change in
fair value of warrant liability |
8,539 |
|
251,778 |
|
343,155 |
|
746,605 |
|
|
|
Interest and
investment income |
89,160 |
|
1,903 |
|
112,602 |
|
4,601 |
|
|
|
Interest
expense |
(198,738) |
|
(79,422) |
|
(659,425) |
|
(101,325) |
|
|
|
Foreign
currency related (losses) gains |
(65,228) |
|
152,920 |
|
266,600 |
|
298,170 |
|
|
|
Total other
income (expense), net |
(166,267) |
|
327,179 |
|
62,932 |
|
948,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
before income taxes |
(5,117,624) |
|
(7,021,722) |
|
(22,395,257) |
|
(18,502,315) |
|
|
|
Income tax
expense |
(10,000) |
|
- |
|
(20,000) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss |
(5,127,624) |
|
(7,021,722) |
|
(22,415,257) |
|
(18,502,315) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
diluted net loss per common share |
$
(0.16) |
|
$
(0.22) |
|
$
(0.70) |
|
$
(0.64) |
|
|
|
Weighted-average shares outstanding |
32,088,358 |
|
31,332,735 |
|
31,978,719 |
|
28,814,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC. |
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,415,257 |
) |
|
$ |
(18,502,315 |
) |
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,052,729 |
|
|
|
1,381,637 |
|
|
|
|
|
|
|
Amortization on right of use asset |
|
|
153,365 |
|
|
|
166,489 |
|
|
|
|
|
|
|
Gain on sale of assets |
|
|
(202,159 |
) |
|
|
- |
|
|
|
|
|
|
|
Amortization of debt issuance costs |
|
|
3,999 |
|
|
|
444 |
|
|
|
|
|
|
|
Accrued interest on Convertible Notes |
|
|
629,041 |
|
|
|
70,000 |
|
|
|
|
|
|
|
Realized and unrealized gain on marketable securities |
|
|
(110,914 |
) |
|
|
(3,295 |
) |
|
|
|
|
|
` |
Provision for doubtful accounts |
|
|
142,846 |
|
|
|
89,130 |
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
11,634,022 |
|
|
|
6,245,679 |
|
|
|
|
|
|
|
Change in fair value of warrant liability |
|
|
(343,155 |
) |
|
|
(746,605 |
) |
|
|
|
|
|
|
Foreign currency related (gains) losses |
|
|
14,803 |
|
|
|
(15,030 |
) |
|
|
|
|
|
|
Issuance of warrants in connection with transaction expenses |
|
|
- |
|
|
|
389,976 |
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,761,038 |
) |
|
|
(1,757,660 |
) |
|
|
|
|
|
|
Contract assets |
|
|
(921,290 |
) |
|
|
(147,651 |
) |
|
|
|
|
|
|
Prepaid expenses |
|
|
(187,703 |
) |
|
|
(576,836 |
) |
|
|
|
|
|
|
Changes in lease liabilities during the period |
|
|
(148,378 |
) |
|
|
(186,383 |
) |
|
|
|
|
|
|
Deposits and other assets |
|
|
504,052 |
|
|
|
(120,732 |
) |
|
|
|
|
|
|
Accounts payable |
|
|
(228,151 |
) |
|
|
(234,152 |
) |
|
|
|
|
|
|
Accrued expenses |
|
|
481,159 |
|
|
|
559,770 |
|
|
|
|
|
|
|
Deferred revenues |
|
|
1,708,759 |
|
|
|
202,337 |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(8,993,270 |
) |
|
|
(13,185,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(1,695,937 |
) |
|
|
(640,080 |
) |
|
|
|
|
|
|
Proceeds from sale of assets |
|
|
225,575 |
|
|
|
- |
|
|
|
|
|
|
|
Purchase of marketable securities |
|
|
(42,929,102 |
) |
|
|
(24,903,107 |
) |
|
|
|
|
|
|
Sale of marketable securities |
|
|
36,392,416 |
|
|
|
24,009,003 |
|
|
|
|
|
|
|
Cash acquired as part of business combination |
|
|
- |
|
|
|
1,310,977 |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(8,007,048 |
) |
|
|
(223,207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of MOR Class B options |
|
|
- |
|
|
|
292,830 |
|
|
|
|
|
|
|
Payments on notes payable and financing arrangements |
|
|
(13,122 |
) |
|
|
(5,551 |
) |
|
|
|
|
|
|
Payment of employee withholding tax related to restricted stock
units |
|
|
(58,085 |
) |
|
|
- |
|
|
|
|
|
|
|
Proceeds from exercise of common stock options |
|
|
- |
|
|
|
48,570 |
|
|
|
|
|
|
|
Proceeds from sale of common stock |
|
|
- |
|
|
|
11,968,652 |
|
|
|
|
|
|
|
Proceeds from issuance of convertible notes |
|
|
- |
|
|
|
23,978,670 |
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(71,207 |
) |
|
|
36,283,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of
foreign exchange rate changes on cash |
|
|
(6,686 |
) |
|
|
(5,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
in cash |
|
|
(17,078,211 |
) |
|
|
22,869,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents, beginning of period |
|
|
18,663,805 |
|
|
|
665,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period |
|
$ |
1,585,594 |
|
|
$ |
23,535,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information |
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
- |
|
|
$ |
724 |
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
2,550 |
|
|
$ |
- |
|
|
|
|
|
|
|
Non-cash Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Non-cash consideration for Helix acquisition |
|
$ |
- |
|
|
$ |
18,454,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures
In this press release, we have provided certain non-GAAP
measures, which we define as financial information that has not
been prepared in accordance with U.S. GAAP. The non-GAAP financial
measure provided herein is earnings before interest, taxes,
non-cash and other items (“Adjusted EBITDA”), which should be
viewed as supplemental to, and not as an alternative for, net
income or loss calculated in accordance with U.S. GAAP (referred to
below as “net loss”).
Adjusted EBITDA is used by our management as an additional
measure of our Company’s performance for purposes of business
decision-making, including developing budgets, managing
expenditures and evaluating potential acquisitions or divestitures.
Period-to-period comparisons of Adjusted EBITDA help our management
identify additional trends in our Company’s financial results that
may not be shown solely by period-to-period comparisons of net
income. In addition, we may use Adjusted EBITDA in the incentive
compensation programs applicable to some of our employees in order
to evaluate our Company’s performance. Our management recognizes
that Adjusted EBITDA has inherent limitations because of the
excluded items, particularly those items that are recurring in
nature. In order to compensate for those limitations, management
also reviews the specific items that are excluded from Adjusted
EBITDA, but included in net income, as well as trends in those
items.
We believe that the presentation of Adjusted EBITDA is useful to
investors in their analysis of our results for reasons similar to
the reasons why our management finds it useful and because it helps
facilitate investor understanding of decisions made by management
in light of the performance metrics used in making those decisions.
In addition, as more fully described below, we believe that
providing Adjusted EBITDA, together with a reconciliation of net
loss to Adjusted EBITDA, helps investors make comparisons between
our Company and other companies that may have different capital
structures, different effective income tax rates and tax
attributes, different capitalized asset values and/or different
forms of employee compensation. However, Adjusted EBITDA is not
intended as a substitute for comparisons based on net loss. In
making any comparisons to other companies, investors need to be
aware that companies use different non-GAAP measures to evaluate
their financial performance. Investors should pay close attention
to the specific definition being used and to the reconciliation
between such measures and the corresponding U.S. GAAP measures
provided by each company under applicable SEC rules.
The following is an explanation of the items excluded by us from
Adjusted EBITDA but included in net loss:
- Depreciation and Amortization. Depreciation
and amortization expense is a non-cash expense relating to capital
expenditures and intangible assets arising from acquisitions that
are expensed on a straight-line basis over the estimated useful
life of the related assets. We exclude depreciation and
amortization expense from Adjusted EBITDA because we believe that
(i) the amount of such expenses in any specific period may not
directly correlate to the underlying performance of our business
operations and (ii) such expenses can vary significantly between
periods as a result of new acquisitions and full amortization of
previously acquired tangible and intangible assets. Accordingly, we
believe that this exclusion assists management and investors in
making period-to-period comparisons of operating performance.
Investors should note that the use of tangible and intangible
assets contributed to revenue in the periods presented and will
contribute to future revenue generation and should also note that
such expense will recur in future periods.
- Stock-Based Compensation Expense. Stock-based
compensation expense is a non-cash expense arising from the grant
of stock-based awards to employees. We believe that excluding the
effect of stock-based compensation from Adjusted EBITDA assists
management and investors in making period-to-period comparisons in
our Company’s operating performance because (i) the amount of such
expenses in any specific period may not directly correlate to the
underlying performance of our business operations and (ii) such
expenses can vary significantly between periods as a result of the
timing of grants of new stock-based awards, including grants in
connection with acquisitions. Additionally, we believe that
excluding stock-based compensation from Adjusted EBITDA assists
management and investors in making meaningful comparisons between
our Company’s operating performance and the operating performance
of other companies that may use different forms of employee
compensation or different valuation methodologies for their
stock-based compensation. Investors should note that stock-based
compensation is a key incentive offered to employees whose efforts
contributed to the operating results in the periods presented and
are expected to contribute to operating results in future periods.
Investors should also note that such expenses will recur in the
future.
- Interest Expense. Interest expense is
associated with the 3.5% Convertible Notes due 2025 entered into on
September 1, 2021, in the amount of $24,000,000. The Notes are due
on September 1, 2025, and accrue interest at an annual rate of
3.5%. We exclude interest expense from Adjusted EBITDA (i) because
it is not directly attributable to the performance of our business
operations and, accordingly, its exclusion assists management and
investors in making period-to-period comparisons of operating
performance and (ii) to assist management and investors in making
comparisons to companies with different capital structures.
Investors should note that interest expense associated with the
Notes will recur in future periods.
- Investment Income. Investment income is
associated with the level of marketable debt securities and other
interest-bearing accounts in which we invest. Interest and
investment income can vary over time due to a variety of financing
transactions, changes in interest rates, cash used to fund
operations and capital expenditures and acquisitions that we have
entered into or may enter into in the future. We exclude interest
and investment income from Adjusted EBITDA (i) because these items
are not directly attributable to the performance of our business
operations and, accordingly, their exclusion assists management and
investors in making period-to-period comparisons of operating
performance and (ii) to assist management and investors in making
comparisons to companies with different capital structures.
Investors should note that interest income will recur in future
periods.
- Foreign Currency Related Gains (Losses).
Foreign currency related gains (losses) result from foreign
currency transactions and translation gains (losses) related to
Engeni S.A., a former subsidiary of our Company acquired as part of
the acquisition of Helix. We exclude foreign currency related gains
(losses) from Adjusted EBITDA (i) because these items are not
directly attributable to the performance of our business operations
and, accordingly, their exclusion assists management and investors
in making period-to-period comparisons of operating performance and
(ii) to assist management and investors in making comparisons to
companies with different capital structures. Investors should note
that foreign currency related gains (losses) may recur in future
periods.
- Other Items. We engage in other activities and
transactions that can impact our net loss. In the periods being
reported, these other items included: (i) change in fair value of
warrant liability which related to warrants assumed in the
acquisition of Helix; (ii) transaction related expenses which
consist of professional fees and other expenses incurred in
connection with the acquisition of Helix; and (iii) other income
which consists of profits on marketable security investments. We
exclude these other items from Adjusted EBITDA because we believe
these activities or transactions are not directly attributable to
the performance of our business operations and, accordingly, their
exclusion assists management and investors in making
period-to-period comparisons of operating performance. Investors
should note that some of these other items may recur in future
periods.
- Gain on sale of assets. On March 3, 2022, we
sold certain assets consisting of customer contracts, accounts
receivable and other property related to our security monitoring
services for $225,575 resulting in a gain of $202,159, which is
included in operating expenses in the condensed consolidated
statements of operations.
- Separation expenses. During March 2022, we
transferred certain development activities from our former Engeni
S.A. subsidiary to outsourced development facilities. As a result,
we incurred $194,814 in severance and related costs to be recorded
as a charge to operating expenses in 2022. Additionally, on March
2, 2022, we and the former chief executive officer and the former
chief financial officer of Helix mutually agreed not to renew
special advisor agreements. Per the terms of the agreements,
options to purchase 366,166 shares of our common stock will
continue to vest according to their original terms through March 2,
2023, and unvested stock options to purchase 732,332 shares of our
common stock were forfeited. The advisors are not required to
perform services to our Company beyond the non-renewal date of
March 2, 2022. As a result, we recorded $5,417,043 of stock
compensation expenses related to the options that will vest over
the twelve months ending March 2, 2023 during March 2022. We
exclude these other items from Adjusted EBITDA because we believe
these costs are not directly attributable to the performance of our
business operations and, accordingly, their exclusion assists
management and investors in making period-to-period comparisons of
operating performance. Investors should note that separation
expenses are non-recurring.
- Income tax expense. Medical Outcomes Research
Analytics, LLC was organized as a limited liability company until
the completion of the Helix acquisition. As a result, we were
treated as a partnership for federal and state income tax purposes
through March 2, 2021, and our taxable income and losses are
reported by our members on their individual tax returns for such
period. Therefore, we did not record any income tax expense or
benefit through March 2, 2021. We incurred a net loss for financial
reporting and income tax reporting purposes for this year.
Accordingly, any benefit for federal and state income taxes benefit
has been entirely offset by a valuation allowance against the
related deferred tax net assets. We exclude the income tax expense
from Adjusted EBITDA (i) because we believe that the income tax
expense is not directly attributable to the underlying performance
of our business operations and, accordingly, its exclusion assists
management and investors in making period-to-period comparisons of
operating performance and (ii) to assist management and investors
in making comparisons to companies with different tax
attributes.
There are limitations to using non-GAAP financial measures
because non-GAAP financial measures are not prepared in accordance
with U.S. GAAP and may be different from non-GAAP financial
measures provided by other companies.
The non-GAAP financial measures are limited in value because
they exclude certain items that may have a material impact upon our
reported financial results. In addition, they are subject to
inherent limitations as they reflect the exercise of judgments by
management about which items are adjusted to calculate our non-GAAP
financial measures. We compensate for these limitations by
analyzing current and future results on a U.S. GAAP basis as well
as a non-GAAP basis and also by providing U.S. GAAP measures in our
public disclosures.
Non-GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information
prepared in accordance with U.S. GAAP. We encourage investors and
others to review our financial information in its entirety, not to
rely on any single financial measure to evaluate our business and
to view our non-GAAP financial measures in conjunction with the
most directly comparable U.S. GAAP financial measures.
The following table reconciles the specific
items excluded from U.S. GAAP metrics in the calculation of
non-GAAP metrics for the periods shown below:
FORIAN
INC. |
|
RECONCILIATION OF US GAAP TO NON-GAAP FINANCIAL
MEASURES |
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
|
|
2022 |
|
|
2021 |
|
|
Revenues: |
|
|
|
|
|
|
Information
and Software |
$ |
6,780,680 |
|
$ |
4,489,177 |
|
|
$ |
18,674,213 |
|
$ |
9,661,826 |
|
|
Services |
|
341,173 |
|
|
269,753 |
|
|
|
1,168,034 |
|
|
858,400 |
|
|
Other |
|
54,475 |
|
|
202,825 |
|
|
|
259,618 |
|
|
610,123 |
|
|
Total revenues |
$ |
7,176,328 |
|
$ |
4,961,755 |
|
|
$ |
20,101,865 |
|
$ |
11,130,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
$ |
(5,127,624 |
) |
$ |
(7,021,722 |
) |
|
$ |
(22,415,257 |
) |
$ |
(18,502,315 |
) |
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
842,933 |
|
|
598,565 |
|
|
|
2,052,729 |
|
|
1,381,637 |
|
|
Stock based
compensation expense |
|
1,963,244 |
|
|
2,627,506 |
|
|
|
11,634,022 |
|
|
6,245,679 |
|
|
Change in
fair value of warrant liability |
|
(8,539 |
) |
|
(251,778 |
) |
|
|
(343,155 |
) |
|
(746,605 |
) |
|
Transaction
related expenses |
|
- |
|
|
- |
|
|
|
- |
|
|
1,210,279 |
|
|
Interest and
investment income (expense) |
|
109,578 |
|
|
77,519 |
|
|
|
546,823 |
|
|
96,724 |
|
|
Foreign
currency related (gains) losses |
|
65,228 |
|
|
(152,920 |
) |
|
|
(266,600 |
) |
|
(298,170 |
) |
|
Gain on sale
of security monitoring assets |
|
- |
|
|
- |
|
|
|
(202,159 |
) |
|
- |
|
|
Severance
expense |
|
- |
|
|
- |
|
|
|
194,814 |
|
|
- |
|
|
Income tax
expense |
|
10,000 |
|
|
- |
|
|
|
20,000 |
|
|
- |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
(2,145,180 |
) |
$ |
(4,122,830 |
) |
|
$ |
(8,778,783 |
) |
$ |
(10,612,771 |
) |
|
|
|
|
|
|
|
|
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