NEWTOWN, Pa., May 17, 2021 /PRNewswire/ -- Forian
Inc. (NASDAQ: FORA), a provider of technology,
analytics and data science driven solutions for the healthcare and
cannabis industries, today announced results for its fiscal first
quarter ended March 31, 2021.
"This quarter was transformational for Forian. We completed a
strategic business combination with Helix Technologies and further
positioned ourselves to be a disruptive leader in delivering high
value technology and information solutions to customers across the
healthcare and evolving cannabis industries, while simultaneously
becoming a Nasdaq publicly-traded company," said Dan Barton, Chief Executive Officer of Forian.
"We look forward to bringing new technology and information
solutions to market that are driven by data science and improve the
commercial, financial and clinical performance of our customers
across healthcare and cannabis."
First Quarter 2021 Financial Results
- Forian's financial results include the operations of the Helix
businesses for 29 days of the quarter, from the closing of the
business combination on March 2, 2021
to March 31, 2021.
- Forian delivered the following results for its first fiscal
quarter:
|
|
For the Three
Months Ended March 31,
|
|
Year-over-
Year %
Change
|
|
|
2021
|
|
2020
|
|
|
|
Unaudited
|
|
Unaudited
|
|
|
Total
revenue
|
|
$
1,620,609
|
|
$
66,667
|
|
2331%
|
Net Loss
|
|
|
(4,491,647)
|
|
|
(675,136)
|
|
-565%
|
Adjusted
EBITDA1
|
|
|
(2,854,769)
|
|
|
(674,417)
|
|
-323%
|
Basic and diluted net
loss per common share
|
|
$
|
-0.19
|
|
$
|
-0.08
|
|
-138%
|
- Revenue was approximately $1.6
million for the quarter, an increase of over $1.5 million versus the prior year. On a pro
forma basis, revenue was $3.8
million, growing 22% year-over-year.
- Net Loss for the quarter was approximately $4.5 million, or $0.19 per share, compared to approximately
$0.7 million, or $0.08 per share, in the prior year.
- Adjusted EBITDA1 for the quarter was negative
$2.9 million compared to negative
$0.7 million for the prior year.
First Quarter Operational Highlights
- Completed the combination with Helix, reinforcing Forian's
dedication to expanding best-in-class, data-driven cannabis and
healthcare technology and information solutions. Forian is
committed to supporting and growing the strength and market
penetration of Helix's existing dispensary, manufacturer,
cultivation and government product portfolio as well as delivering
high value information solutions to new customers operating in, or
in support of, the healthcare and cannabis industries.
- Developed proprietary technology to pioneer the first and only
integrated cannabis and healthcare informatics platform. The
platform enhances and improves the value and functionality of
existing solutions while supporting the growth of innovative
offerings for entities across healthcare and cannabis and those
operating at the intersection of the two industries. We anticipate
that upgrades to existing offerings and new products will be
introduced later this year.
- Prioritized and increased investments in product development,
customer service and human capital while improving operating
efficiency enabling Forian to capitalize on long-term growth
opportunities.
- Raised $12 million in
April 2021 through a private
investment in public equity (PIPE) financing. The financing
included both unaffiliated investors as well as directors of the
Company.
1 This press 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
Forian will host a
conference call at 8:30 a.m. ET today
to discuss its financial results with the investment community. The
conference call may be accessed by dialing (855) 940-5323 for
domestic callers or (929) 517-0423 for international callers. The
Conference ID is 9868065. 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.
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.
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, 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, 2020, as filed with the
SEC on March 31, 2021, 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.
(formerly known as
MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31,
2021 AND DECEMBER 31, 2020
|
|
|
|
March,
31
|
|
|
December
31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Unaudited
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
2,595,747
|
|
|
$
|
665,463
|
|
Marketable
securities
|
|
|
7,504,000
|
|
|
|
11,501,844
|
|
Accounts receivable,
net
|
|
|
501,427
|
|
|
|
22,996
|
|
Contract
assets
|
|
|
426,954
|
|
|
|
196,701
|
|
Prepaid
expenses
|
|
|
584,862
|
|
|
|
120,979
|
|
Other
receivable
|
|
|
450,000
|
|
|
|
—
|
|
Total current
assets
|
|
|
12,062,990
|
|
|
|
12,507,983
|
|
|
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
|
246,247
|
|
|
|
46,358
|
|
Intangible assets,
net
|
|
|
10,731,127
|
|
|
|
—
|
|
Goodwill
|
|
|
9,016,886
|
|
|
|
—
|
|
Deposits and other
assets
|
|
|
1,327,651
|
|
|
|
—
|
|
Total
assets
|
|
$
|
33,384,901
|
|
|
$
|
12,554,341
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,951,803
|
|
|
|
647,601
|
|
Accrued
expenses
|
|
|
2,637,442
|
|
|
|
480,741
|
|
Notes payable,
current portion
|
|
|
20,119
|
|
|
|
—
|
|
Warrant
liability
|
|
|
624,088
|
|
|
|
—
|
|
Deferred
revenues
|
|
|
671,184
|
|
|
|
158,884
|
|
Total current
liabilities
|
|
|
5,904,636
|
|
|
|
1,287,226
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities:
|
|
|
|
|
|
|
|
|
Other long-term
liabilities
|
|
|
724,587
|
|
|
|
—
|
|
Total long-term
liabilities
|
|
|
724,587
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
6,629,223
|
|
|
|
1,287,226
|
|
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
Preferred Stock; par
value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding
as of March 31, 2021 and December 31, 2020
|
|
|
—
|
|
|
|
—
|
|
Common Stock; par
value $0.001; 95,000,000 Shares authorized; 29,824,424 issued and
outstanding as of March 31, 2021 and 21,233,039 issued and
outstanding as of December 31, 2020
|
|
|
29,824
|
|
|
|
21,233
|
|
Additional paid-in
capital
|
|
|
37,510,532
|
|
|
|
17,514,907
|
|
Accumulated other
comprehensive loss
|
|
|
(24,006)
|
|
|
|
—
|
|
Accumulated
deficit
|
|
|
(10,760,672)
|
|
|
|
(6,269,025)
|
|
Total stockholders'
equity
|
|
|
26,755,678
|
|
|
|
11,267,115
|
|
Total liabilities and
stockholders' equity
|
|
$
|
33,384,901
|
|
|
$
|
12,554,341
|
|
FORIAN
INC.
(formerly known as
MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
FOR THE THREE
MONTHS ENDED MARCH 31, 2021 AND 2020
|
|
|
|
For the Three
Months Ended March 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Unaudited
|
|
|
Unaudited
|
|
Revenues:
|
|
|
|
|
|
|
Information and
Software
|
|
$
|
1,408,978
|
|
|
$
|
66,667
|
|
Services
|
|
|
96,311
|
|
|
|
—
|
|
Other
|
|
|
115,320
|
|
|
|
—
|
|
Total
revenues
|
|
|
1,620,609
|
|
|
|
66,667
|
|
|
|
|
|
|
|
|
|
|
Costs and
Expenses:
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
457,886
|
|
|
|
—
|
|
Research and
development
|
|
|
1,497,838
|
|
|
|
388,993
|
|
Sales and
marketing
|
|
|
598,975
|
|
|
|
55,066
|
|
General and
administrative
|
|
|
2,784,562
|
|
|
|
302,253
|
|
Depreciation and
amortization
|
|
|
187,584
|
|
|
|
454
|
|
Transaction related
expenses
|
|
|
1,210,279
|
|
|
|
—
|
|
Total costs and
expenses
|
|
|
6,737,124
|
|
|
|
746,766
|
|
|
|
|
|
|
|
|
|
|
Loss From
Operations
|
|
|
(5,116,515)
|
|
|
|
(680,099)
|
|
|
|
|
|
|
|
|
|
|
Other Income
(Expense):
|
|
|
|
|
|
|
|
|
Change in fair value
of warrant liability
|
|
|
623,627
|
|
|
|
—
|
|
Interest and
investment income, net
|
|
|
1,241
|
|
|
|
4,963
|
|
Other income,
net
|
|
|
624,868
|
|
|
|
4,963
|
|
|
|
|
|
|
|
|
|
|
Net loss before
income taxes
|
|
|
(4,491,647)
|
|
|
|
(675,136)
|
|
Income tax
expense
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(4,491,647)
|
|
|
$
|
(675,136)
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss:
|
|
|
|
|
|
|
|
|
Changes in foreign
currency translation adjustment
|
|
|
(24,006)
|
|
|
|
—
|
|
Total other
comprehensive loss
|
|
$
|
(24,006)
|
|
|
$
|
—
|
|
Total
comprehensive loss
|
|
$
|
(4,515,653)
|
|
|
$
|
(675,136)
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net
loss per common share
|
|
$
|
(0.19)
|
|
|
$
|
(0.08)
|
|
Weighted-average
shares outstanding:
|
|
|
24,033,512
|
|
|
|
8,213,527
|
|
FORIAN
INC.
(formerly known as
MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE
MONTHS ENDED MARCH 31, 2021
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Par Value
@
$0.001
per
share
|
|
|
Shares
|
|
|
Par Value
@
$0.001
per
share
|
|
|
Additional
Paid In
Capital
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
Accumulated
Deficit
|
|
|
Stockholders'
Equity
|
|
Balance at
December 31, 2020
|
|
|
|
|
$
|
—
|
|
|
|
21,233,039
|
|
|
$
|
21,233
|
|
|
$
|
17,514,907
|
|
|
|
—
|
|
|
$
|
(6,269,025)
|
|
|
$
|
11,267,115
|
|
Issuance of Forian
Common stock in Helix Acquisition
|
|
|
|
|
|
|
|
|
|
8,408,383
|
|
|
|
8,408
|
|
|
|
18,446,376
|
|
|
|
|
|
|
|
|
|
|
|
18,454,784
|
|
Forian Restricted
Stock Vesting from MOR unvested restricted stock
|
|
|
|
|
|
|
|
|
|
172,835
|
|
|
|
173
|
|
|
|
2,570
|
|
|
|
|
|
|
|
|
|
|
|
2,743
|
|
Forian shares issued
upon exercise of MOR Class B options
|
|
|
|
|
|
|
|
|
|
10,167
|
|
|
|
10
|
|
|
|
292,820
|
|
|
|
|
|
|
|
|
|
|
|
292,830
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,491,647)
|
|
|
|
(4,491,647)
|
|
Stock based
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
863,883
|
|
|
|
|
|
|
|
|
|
|
|
863,883
|
|
Issuance of common
stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389,976
|
|
|
|
|
|
|
|
|
|
|
|
389,976
|
|
Foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,006)
|
|
|
|
|
|
|
|
(24,006)
|
|
Balance at March
31, 2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
29,824,424
|
|
|
$
|
29,824
|
|
|
$
|
37,510,532
|
|
|
$
|
(24,006)
|
|
|
$
|
(10,760,672)
|
|
|
$
|
26,755,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORIAN
INC.
(formerly known as
MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE
MONTHS ENDED MARCH 31, 2021 AND 2020
|
|
|
|
For the Three
Months Ended March 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Unaudited
|
|
|
Unaudited
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,491,647)
|
|
|
$
|
(675,136)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
187,584
|
|
|
|
454
|
|
Realized and
unrealized gain on marketable securities
|
|
|
(2,156)
|
|
|
|
(4,951)
|
|
Provision for
doubtful accounts
|
|
|
14,632
|
|
|
|
—
|
|
Stock-based
compensation expense
|
|
|
863,883
|
|
|
|
5,228
|
|
Change in fair value
of warrant liability
|
|
|
(623,627)
|
|
|
|
—
|
|
Non-cash transaction
expenses
|
|
|
389,976
|
|
|
|
—
|
|
Change in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(4,610)
|
|
|
|
(200,000)
|
|
Contract
assets
|
|
|
33,502
|
|
|
|
—
|
|
Prepaid
expenses
|
|
|
(235,486)
|
|
|
|
(84,007)
|
|
Right of use assets
and lease liabilities, net
|
|
|
(8,657)
|
|
|
|
—
|
|
Deposits and other
assets
|
|
|
(301,208)
|
|
|
|
—
|
|
Accounts payable and
accrued expense
|
|
|
717,632
|
|
|
|
166,361
|
|
Deferred
revenues
|
|
|
(124,610)
|
|
|
|
333,333
|
|
Other long-term
liabilities
|
|
|
(2)
|
|
|
|
—
|
|
Net cash used in
operating activities
|
|
|
(3,584,794)
|
|
|
|
(458,718)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Additions to property
and equipment
|
|
|
(64,041)
|
|
|
|
(2,350)
|
|
Purchase of
marketable securities
|
|
|
—
|
|
|
|
(2,888,648)
|
|
Sale of marketable
securities
|
|
|
4,000,000
|
|
|
|
569,452
|
|
Cash acquired as part
of business combination
|
|
|
1,310,977
|
|
|
|
—
|
|
Net cash provided by
(used in) investing activities
|
|
|
5,246,936
|
|
|
|
(2,321,546)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from
issuance of MOR Series S units
|
|
|
—
|
|
|
|
3,315,700
|
|
Proceeds from
exercise of MOR Class B options
|
|
|
292,830
|
|
|
|
—
|
|
Payments on notes
payable and financing arrangements
|
|
|
(682)
|
|
|
|
—
|
|
Net cash provided by
financing activities
|
|
|
292,148
|
|
|
|
3,315,700
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash
|
|
|
(24,006)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net change in
cash
|
|
|
1,930,284
|
|
|
|
535,436
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents, beginning of period
|
|
|
665,463
|
|
|
|
494
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents, end of period
|
|
$
|
2,595,747
|
|
|
$
|
535,930
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash and non-cash transactions:
|
|
|
|
|
|
|
|
|
Cash paid for
interest and taxes
|
|
$
|
724
|
|
|
$
|
—
|
|
Conversion of
promissory notes to Series S units
|
|
$
|
—
|
|
|
$
|
184,300
|
|
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") presented on both a historical basis and a "pro
forma" basis reflecting the acquisition of Helix Technologies as of
the beginning of the periods presented. Adjusted EBITDA 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 and Investment Income and Expense.
Interest and investment income is associated with the level of
marketable debt securities and other interest bearing accounts in
which we invest, and interest expense is related to our debt
assumed in our acquisition of Helix related to the financing
certain of its fixed assets. Interest and investment income and
expense 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 and expense 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 and expense
will 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.
- 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 expect to incur 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.
Forian
Inc.
Reconciliation of
U.S. GAAP to Non-GAAP Financial Measures
(unaudited)
|
|
|
|
Historical
(Unaudited)
Three Months Ended
March 31,
|
|
|
Pro Forma
(Unaudited)
Three Months Ended
March 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Information and
Software
|
|
$
|
1,408,978
|
|
|
$
|
66,667
|
|
|
$
|
3,037,658
|
|
|
$
|
2,405,768
|
|
Services
|
|
|
96,311
|
|
|
|
—
|
|
|
|
330,001
|
|
|
|
367,723
|
|
Other
|
|
|
115,320
|
|
|
|
—
|
|
|
|
442,380
|
|
|
|
350,344
|
|
Total
revenues
|
|
|
1,620,609
|
|
|
|
66,667
|
|
|
|
3,810,039
|
|
|
|
3,123,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(4,491,647)
|
|
|
|
(675,136)
|
|
|
|
(7,137,674)
|
|
|
|
(3,233,906)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation &
amortization
|
|
|
187,584
|
|
|
|
454
|
|
|
|
633,580
|
|
|
|
595,160
|
|
Stock based
compensation expense
|
|
|
863,883
|
|
|
|
5,228
|
|
|
|
1,026,826
|
|
|
|
749,290
|
|
Change in fair value
of warrant liability
|
|
|
(623,627)
|
|
|
|
—
|
|
|
|
592,597
|
|
|
|
(657,525)
|
|
Loss on impairment of
goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,369,978
|
|
Transaction related
expenses
|
|
|
1,210,279
|
|
|
|
—
|
|
|
|
2,096,054
|
|
|
|
34,425
|
|
Interest and
investment income, net
|
|
|
(1,241)
|
|
|
|
(4,963)
|
|
|
|
12,508
|
|
|
|
497,843
|
|
Other
income
|
|
|
—
|
|
|
|
—
|
|
|
|
(55,006)
|
|
|
|
—
|
|
Income tax
expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
|
(2,854,769)
|
|
|
|
(674,417)
|
|
|
|
(2,831,115)
|
|
|
|
(644,735)
|
|
Media Contact:
Josh Vlasto
917-881-9662
forian.com
josh.vlasto@forian.com
Investor Contact:
908-824-3410
forian.com/investors
ir@forian.com
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SOURCE Forian Inc.