via NewMediaWire –
Forian
Inc. (Nasdaq: FORA), a provider of
data science driven information and analytics solutions to the
healthcare and life sciences industries, today announced results
for the quarter and year ended December 31, 2022.
“I am proud of the team’s fourth quarter results,”
said Max Wygod, Forian’s Chairman and Chief Executive Officer. “By
leveraging our vast and innovative healthcare information assets
together with our expertise in data management and analytics, we
have executed on our growth strategy and outperformed our 2022
revenue outlook. Additionally, the steps we are taking to operate
in a financially prudent manner have sequentially improved our
margin profile and the $30 million of proceeds received from the
divestiture of BioTrack provides us with a strong balance sheet. We
are underway in refocusing our business to reach our long-term
goals and deliver strong results.”
Fourth Quarter 2022 Financial
Results
- Forian delivered the following results
for the fourth quarter of 2022:
|
|
Three Months Ended December
31, |
|
Period-over-Period%
Change |
|
|
2022 |
|
|
2021 |
|
|
|
Unaudited |
|
|
Unaudited |
|
Total revenues |
$ |
7,903,992 |
|
|
$ |
5,749,366 |
|
|
37 |
% |
Net loss |
$ |
(3,556,714 |
) |
|
$ |
(8,048,790 |
) |
|
56 |
% |
Basic and diluted net loss per common share |
$ |
(0.11 |
) |
|
$ |
(0.22 |
) |
|
51 |
% |
|
|
|
|
|
|
|
|
Healthcare Information revenue |
$ |
4,969,674 |
|
|
$ |
3,036,357 |
|
|
64 |
% |
Adjusted EBITDA1 |
$ |
(943,934 |
) |
|
$ |
(4,506,448 |
) |
|
79 |
% |
- Revenue for the quarter was $7.9
million, an increase of $2.2 million versus the prior year.
- Net loss for the quarter was $3.5
million, or $0.11 per share, compared to $8.0 million, or $0.22 per
share, in the prior year.
- Adjusted EBITDA1 for the quarter
was negative $0.9 million, compared to negative $4.5 million in the
prior year.
- Cash, cash equivalents and
marketable securities at December 31, 2022 totaled $20.7
million.
- In February 2023, divested
BioTrack for aggregate cash proceeds of $30.0 million.
Full Year 2022 Financial Results
- Forian delivered the following
results for the full year of 2022:
|
|
Twelve Months Ended December
31, |
|
Period-over-Period%
Change |
|
|
2022Unaudited |
|
|
2021Unaudited |
|
Total revenues |
$ |
28,005,857 |
|
|
$ |
16,879,715 |
|
|
66 |
% |
Net loss |
$ |
(25,971,971 |
) |
|
$ |
(26,551,105 |
) |
|
2 |
% |
Basic and diluted net loss per common share |
$ |
(0.81 |
) |
|
$ |
(0.90 |
) |
|
10 |
% |
|
|
|
|
|
|
|
|
Healthcare Information revenue |
$ |
16,418,142 |
|
|
$ |
7,138,907 |
|
|
130 |
% |
Adjusted EBITDA1 |
$ |
(9,722,717 |
) |
|
$ |
(15,119,219 |
) |
|
36 |
% |
- Revenue for the full year was
$28.0 million, an increase of $11.1 million versus the prior
year.
- Net loss for the full year was
$26.0 million, or $0.81 per share, compared to $26.6 million, or
$0.90 per share, in the prior year.
- Adjusted EBITDA1 for the full
year was negative $9.7 million, compared to negative $15.1 million
in the prior year.
Fourth Quarter and Full Year 2022 Operational
Highlights
- Achieved a significant increase
in revenue in the healthcare information segment, growing from $7.1
million to $16.4 million
- Exceeded revenue outlook for
2022, achieving $28.0 million in revenue compared to our top end
guidance of $27.0 million
- Effectively executed cost
management strategies to reduce operating expenses
- Expanded footprint within
healthcare across biopharma, medical device, clinical research
organizations and related service providers
Full Year 2023 Outlook
The Company is sharing the following outlook for the year ending
December 31, 2023:
- Healthcare information revenue
growth of 25% to 37% resulting in total revenue in the range of
$20.5 to $22.5 million
- Reaching positive Adjusted
EBITDA1 contribution in the second half of 2023
The outlook provided above constitutes forward-looking
information within the meaning of applicable securities laws and is
based on a number of assumptions and subject to a number of
risks. See “Cautionary Statements Regarding Forward-Looking
Statements” below.
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.
Quarterly Conference Call and Webcast
Forian will host a conference call and webcast at 4:30 p.m. ET
on March 27, 2023 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 data
management capabilities and proprietary information and analytics
solutions to optimize and measure operational, clinical and
financial performance for customers within the traditional and
emerging life sciences and healthcare payer and provider segments.
For more information, please visit the Company’s website
at www.forian.com.
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 of 1933, as amended,
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,
which may include GAAP and non-GAAP financial measures, 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.
Forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control and are not guarantees of future results, such as
statements about 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. Our 2023 revenue outlook contained in
this release is based on current estimates as of today's date.
Factors that could cause actual results to differ include, but are
not limited to, those risks and uncertainties associated with
operations, strategy and goals, our ability to execute on our
strategy 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
United States Securities and Exchange Commission (“SEC”) on March
31, 2022, and elsewhere in Forian’s filings and reports with the
SEC. Forward-looking statements contained in this release are made
as of the date hereof, and we undertake 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.
Media and Investor
Contact:forian.com/investorsir@forian.com267-225-6263SOURCE Forian
Inc.
|
FORIAN
INC. |
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, |
|
December
31, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
(UNAUDITED) |
|
|
|
|
ASSETS |
|
|
|
|
|
Current
assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
3,319,898 |
|
|
$ |
18,663,805 |
|
|
|
Marketable securities |
|
17,396,487 |
|
|
|
12,399,361 |
|
|
|
Accounts receivable, net |
|
2,547,538 |
|
|
|
1,947,540 |
|
|
|
Contract assets |
|
2,252,958 |
|
|
|
1,056,891 |
|
|
|
Prepaid expenses |
|
966,809 |
|
|
|
1,017,927 |
|
|
|
Other assets |
|
432,338 |
|
|
|
900,242 |
|
|
|
Total current assets |
|
26,916,028 |
|
|
|
35,985,766 |
|
|
|
|
|
|
|
|
|
Property and
equipment, net |
|
2,575,406 |
|
|
|
1,531,959 |
|
|
|
Intangible
assets, net |
|
6,775,841 |
|
|
|
9,051,184 |
|
|
|
Goodwill |
|
9,099,372 |
|
|
|
9,099,372 |
|
|
|
Right of use
assets, net |
|
636,196 |
|
|
|
859,637 |
|
|
|
Deposits and
other assets |
|
255,324 |
|
|
|
314,443 |
|
|
|
Total assets |
$ |
46,258,167 |
|
|
$ |
56,842,361 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Accounts payable |
$ |
575,065 |
|
|
$ |
1,125,067 |
|
|
|
Accrued expenses |
|
4,428,769 |
|
|
|
4,068,109 |
|
|
|
Short-term operating lease liabilities |
|
265,489 |
|
|
|
247,325 |
|
|
|
Notes payable |
|
- |
|
|
|
13,122 |
|
|
|
Warrant liability |
|
4,547 |
|
|
|
369,234 |
|
|
|
Deferred revenues |
|
3,078,705 |
|
|
|
976,268 |
|
|
|
Total current liabilities |
|
8,352,575 |
|
|
|
6,799,125 |
|
|
|
|
|
|
|
|
|
Long-term
liabilities: |
|
|
|
|
|
Long-term operating lease liabilities |
|
376,569 |
|
|
|
611,523 |
|
|
|
Convertible notes payable, net of debt issuance costs ($6,000,000
in principal is held by a related party) |
|
25,106,547 |
|
|
|
24,260,448 |
|
|
|
Total long-term liabilities |
|
25,483,116 |
|
|
|
24,871,971 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
33,835,691 |
|
|
|
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 December 31, 2022 and December 31,
2021 |
|
- |
|
|
|
- |
|
|
|
Common Stock; par value $0.001; 95,000,000 Shares authorized;
32,251,326 issued and outstanding as of December 31, 2022 and
31,773,154 issued and outstanding as of December 31, 2021 |
|
32,251 |
|
|
|
31,773 |
|
|
|
Additional paid-in capital |
|
71,182,326 |
|
|
|
57,959,622 |
|
|
|
Accumulated deficit |
|
(58,792,101 |
) |
|
|
(32,820,130 |
) |
|
|
Total stockholders' equity |
|
12,422,476 |
|
|
|
25,171,265 |
|
|
|
Total liabilities and stockholders' equity |
$ |
46,258,167 |
|
|
$ |
56,842,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC. |
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, |
|
For the Twelve Months Ended December 31, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
Information
and Software |
$ |
7,511,732 |
|
|
$ |
5,290,421 |
|
|
$ |
26,185,945 |
|
|
$ |
14,952,247 |
|
|
Services |
|
377,622 |
|
|
|
264,128 |
|
|
|
1,545,656 |
|
|
|
1,122,528 |
|
|
Other |
|
14,638 |
|
|
|
194,817 |
|
|
|
274,256 |
|
|
|
804,940 |
|
|
Total
revenues |
|
7,903,992 |
|
|
|
5,749,366 |
|
|
|
28,005,857 |
|
|
|
16,879,715 |
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
Cost of
revenues |
|
1,719,962 |
|
|
|
1,688,518 |
|
|
|
6,874,315 |
|
|
|
4,717,175 |
|
|
Research and
development |
|
2,478,202 |
|
|
|
2,915,797 |
|
|
|
12,347,637 |
|
|
|
8,975,745 |
|
|
Sales and
marketing |
|
1,415,525 |
|
|
|
1,277,977 |
|
|
|
5,870,794 |
|
|
|
4,142,190 |
|
|
General and
administrative |
|
4,910,803 |
|
|
|
7,428,286 |
|
|
|
20,529,373 |
|
|
|
23,464,267 |
|
|
Separation
expenses |
|
- |
|
|
|
- |
|
|
|
5,611,857 |
|
|
|
- |
|
|
Loss (gain)
on sale of businesses, net |
|
169,228 |
|
|
|
- |
|
|
|
(32,931 |
) |
|
|
- |
|
|
Depreciation
and amortization |
|
839,814 |
|
|
|
605,179 |
|
|
|
2,892,543 |
|
|
|
1,986,816 |
|
|
Transaction
related expenses |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,210,279 |
|
|
Total costs
and expenses |
|
11,533,534 |
|
|
|
13,915,757 |
|
|
|
54,093,588 |
|
|
|
44,496,472 |
|
|
|
|
|
|
|
|
|
|
|
Loss
From Operations |
|
(3,629,542 |
) |
|
|
(8,166,391 |
) |
|
|
(26,087,731 |
) |
|
|
(27,616,757 |
) |
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
Change in
fair value of warrant liability |
|
21,532 |
|
|
|
131,876 |
|
|
|
364,687 |
|
|
|
878,481 |
|
|
Interest and
investment income |
|
154,531 |
|
|
|
2,208 |
|
|
|
267,133 |
|
|
|
6,809 |
|
|
Interest
expense |
|
(213,911 |
) |
|
|
(221,054 |
) |
|
|
(873,336 |
) |
|
|
(322,379 |
) |
|
Foreign
currency related (losses) gains |
|
114,656 |
|
|
|
227,082 |
|
|
|
381,256 |
|
|
|
525,252 |
|
|
Total other
income (expense), net |
|
76,808 |
|
|
|
140,112 |
|
|
|
139,740 |
|
|
|
1,088,163 |
|
|
|
|
|
|
|
|
|
|
|
Net loss
before income taxes |
|
(3,552,734 |
) |
|
|
(8,026,279 |
) |
|
|
(25,947,991 |
) |
|
|
(26,528,594 |
) |
|
Income tax
expense |
|
(3,980 |
) |
|
|
(22,511 |
) |
|
|
(23,980 |
) |
|
|
(22,511 |
) |
|
|
|
|
|
|
|
|
|
|
Net
Loss |
|
(3,556,714 |
) |
|
|
(8,048,790 |
) |
|
|
(25,971,971 |
) |
|
|
(26,551,105 |
) |
|
|
|
|
|
|
|
|
|
|
Basic and
diluted net loss per common share |
$ |
(0.11 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.81 |
) |
|
$ |
(0.90 |
) |
|
Weighted-average shares outstanding |
|
32,189,313 |
|
|
|
31,642,724 |
|
|
|
32,031,096 |
|
|
|
29,527,608 |
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC. |
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(25,971,971 |
) |
|
$ |
(26,551,105 |
) |
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,892,543 |
|
|
|
1,986,816 |
|
|
|
|
|
|
|
Amortization on right of use asset |
|
|
263,232 |
|
|
|
223,047 |
|
|
|
|
|
|
|
Gain on sale of assets |
|
|
(32,931 |
) |
|
|
- |
|
|
|
|
|
|
|
Amortization of debt issuance costs |
|
|
5,332 |
|
|
|
1,778 |
|
|
|
|
|
|
|
Accrued interest on Convertible Notes |
|
|
840,767 |
|
|
|
280,000 |
|
|
|
|
|
|
|
Realized and unrealized gain on marketable securities |
|
|
(265,443 |
) |
|
|
(4,427 |
) |
|
|
|
|
|
` |
Provision for doubtful accounts |
|
|
250,239 |
|
|
|
227,838 |
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
13,310,588 |
|
|
|
9,300,443 |
|
|
|
|
|
|
|
Change in fair value of warrant liability |
|
|
(364,687 |
) |
|
|
(878,481 |
) |
|
|
|
|
|
|
Foreign currency related (gains) losses |
|
|
(47,226 |
) |
|
|
(26,563 |
) |
|
|
|
|
|
|
Issuance of warrants in connection with transaction expenses |
|
|
- |
|
|
|
389,976 |
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(896,677 |
) |
|
|
(1,663,929 |
) |
|
|
|
|
|
|
Contract assets |
|
|
(1,196,067 |
) |
|
|
(840,062 |
) |
|
|
|
|
|
|
Prepaid expenses |
|
|
(41,977 |
) |
|
|
(681,884 |
) |
|
|
|
|
|
|
Changes in lease liabilities during the period |
|
|
(256,581 |
) |
|
|
(248,561 |
) |
|
|
|
|
|
|
Deposits and other assets |
|
|
527,023 |
|
|
|
(705,735 |
) |
|
|
|
|
|
|
Accounts payable |
|
|
(529,075 |
) |
|
|
(204,413 |
) |
|
|
|
|
|
|
Accrued expenses |
|
|
634,909 |
|
|
|
1,649,552 |
|
|
|
|
|
|
|
Deferred revenues |
|
|
2,102,437 |
|
|
|
496,448 |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(8,775,565 |
) |
|
|
(17,249,262 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(1,711,455 |
) |
|
|
(1,443,042 |
) |
|
|
|
|
|
|
Purchase of marketable securities |
|
|
(55,819,346 |
) |
|
|
(34,902,392 |
) |
|
|
|
|
|
|
Sale of marketable securities |
|
|
51,087,663 |
|
|
|
34,009,302 |
|
|
|
|
|
|
|
Net cash from sale of businesses |
|
|
(17,907 |
) |
|
|
- |
|
|
|
|
|
|
|
Cash acquired as part of business combination |
|
|
- |
|
|
|
1,310,977 |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(6,461,045 |
) |
|
|
(1,025,155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of MOR Class B options |
|
|
- |
|
|
|
292,830 |
|
|
|
|
|
|
|
Payments on notes payable and financing arrangements |
|
|
(13,122 |
) |
|
|
(7,679 |
) |
|
|
|
|
|
|
Payment of employee withholding tax related to restricted stock
units |
|
|
(87,406 |
) |
|
|
- |
|
|
|
|
|
|
|
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 |
|
|
(100,528 |
) |
|
|
36,281,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of
foreign exchange rate changes on cash |
|
|
(6,769 |
) |
|
|
(8,284 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
in cash |
|
|
(15,343,907 |
) |
|
|
17,998,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents, beginning of period |
|
|
18,663,805 |
|
|
|
665,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period |
|
$ |
3,319,898 |
|
|
$ |
18,663,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information |
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
- |
|
|
$ |
724 |
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
18,444 |
|
|
$ |
- |
|
|
|
|
|
|
|
Non-cash Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Non-cash consideration for Helix acquisition |
|
$ |
- |
|
|
$ |
18,454,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC. |
|
|
Supplementary Revenue Data |
|
|
(UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
|
Disaggregated Revenues: |
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, |
|
For the Twelve Months Ended December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Healthcare
Information |
|
4,969,674 |
|
|
3,036,357 |
|
|
16,418,142 |
|
|
7,138,907 |
|
|
Software
Subscriptions |
|
2,542,058 |
|
|
2,254,064 |
|
|
9,767,803 |
|
|
7,813,340 |
|
|
Services |
|
377,622 |
|
|
264,128 |
|
|
1,545,656 |
|
|
1,122,528 |
|
|
Other |
|
14,638 |
|
|
194,817 |
|
|
274,256 |
|
|
804,940 |
|
|
Total |
$ |
7,903,992 |
|
$ |
5,749,366 |
|
$ |
28,005,857 |
|
$ |
16,879,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of Healthcare Information Revenues to Healthcare
Revenues: |
|
|
|
For the Three Months Ended December 31, |
|
For the Twelve Months Ended December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Healthcare
Information |
|
4,969,674 |
|
|
3,036,357 |
|
|
16,418,142 |
|
|
7,138,907 |
|
|
Other
Revenue (1) |
|
14,638 |
|
|
194,817 |
|
|
274,256 |
|
|
804,940 |
|
|
Subtotal |
|
4,984,312 |
|
|
3,231,174 |
|
|
16,692,398 |
|
|
7,943,847 |
|
|
BioTrack
Revenue (2) |
|
2,919,680 |
|
|
2,518,192 |
|
|
11,313,459 |
|
|
8,935,868 |
|
|
Total |
$ |
7,903,992 |
|
$ |
5,749,366 |
|
$ |
28,005,857 |
|
$ |
16,879,715 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents revenue
from security monitoring and marketing businesses divested in March
2022 and October 2022, respectively. |
|
(2) Represents
operations of Bio-Tech Medical Software, Inc. ("BioTrack") divested
in February 2023. BioTrack is expected to be treated as a
discontinued operation in 2023. |
|
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. Stock-based compensation expense
includes certain separation expenses related to the vesting of
stock options. 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 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 common stock were forfeited. The advisors are not
required to perform services to the Company beyond the non-renewal
date of March 2, 2022. As a result, we recorded $5,417,043 of stock
compensation expenses during March 2022 related to the options that
will vest over the twelve months ending March 2, 2023. 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 convertible notes entered into on September 1,
2021 in the amount of $24,000,000 (the “Notes”). 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, net.
Foreign currency related (gains) losses, net result from foreign
currency transactions and translation (gains) losses related to our
former Engeni SA subsidiary. We exclude foreign currency related
(gains) losses, net 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.
- 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 businesses, net. 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. On October 31, 2022, we sold
100% of our equity interest in Engeni, LLC for a note with payments
of up to $100,000 if certain conditions are met. The Company has
not recognized any value in connection with the note consideration
because, as of the reporting date, it is not probable that any such
conditions will be met. The sale resulted in a loss of $169,228,
which is included in operating expenses in the consolidated
statements of operations.
- Severance expenses. During March 2022, we
transferred certain development activities from our former Engeni
SA subsidiary to outsourced development facilities. As a result, we
incurred $194,814 in severance and related costs which were
recorded as a charge to operating expenses in 2022. We exclude
these other items from Adjusted EBITDA because we believe these
costs are not recurring and 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. In addition,
the Company incurred approximately $206,770 of normal course of
business severance expense included in operating expenses as part
of its operations.
- Income tax expense. MOR 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 December 31, |
|
For the Twelve Months Ended December 31, |
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
|
2022 |
|
|
2021 |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
Information
and Software |
$ |
7,511,732 |
|
$ |
5,290,421 |
|
|
$ |
26,185,945 |
|
$ |
14,952,247 |
|
|
|
|
|
Services |
|
377,622 |
|
|
264,128 |
|
|
|
1,545,656 |
|
|
1,122,528 |
|
|
|
|
|
Other |
|
14,638 |
|
|
194,817 |
|
|
|
274,256 |
|
|
804,940 |
|
|
|
|
|
Total revenues |
$ |
7,903,992 |
|
$ |
5,749,366 |
|
|
$ |
28,005,857 |
|
$ |
16,879,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
$ |
(3,556,714 |
) |
$ |
(8,048,790 |
) |
|
$ |
(25,971,971 |
) |
$ |
(26,551,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
839,814 |
|
|
605,179 |
|
|
|
2,892,543 |
|
|
1,986,816 |
|
|
|
|
|
Stock based
compensation expense |
|
1,676,566 |
|
|
3,054,764 |
|
|
|
13,310,588 |
|
|
9,300,443 |
|
|
|
|
|
Change in
fair value of warrant liability |
|
(21,532 |
) |
|
(131,876 |
) |
|
|
(364,687 |
) |
|
(878,481 |
) |
|
|
|
|
Transaction
related expenses |
|
- |
|
|
- |
|
|
|
- |
|
|
1,210,279 |
|
|
|
|
|
Interest and
investment income (expense) |
|
59,380 |
|
|
218,846 |
|
|
|
606,203 |
|
|
315,570 |
|
|
|
|
|
Foreign
currency related (gains) losses |
|
(114,656 |
) |
|
(227,082 |
) |
|
|
(381,256 |
) |
|
(525,252 |
) |
|
|
|
|
Loss (Gain)
on sale of businesses, net |
|
169,228 |
|
|
- |
|
|
|
(32,931 |
) |
|
- |
|
|
|
|
|
Severance
expense |
|
- |
|
|
- |
|
|
|
194,814 |
|
|
- |
|
|
|
|
|
Income tax
expense |
|
3,980 |
|
|
22,511 |
|
|
|
23,980 |
|
|
22,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
(943,934 |
) |
$ |
(4,506,448 |
) |
|
$ |
(9,722,717 |
) |
$ |
(15,119,219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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