Nogin (“Nogin” or the “Company”),
a leading provider of innovative Commerce-as-a-Service (“CaaS”)
technology, reported its financial results for the third quarter
ended September 30, 2022.
Third Quarter 2022 and Recent Operational
Highlights
- Completed business combination with Software Acquisition Group
Inc. III, resulting in Nogin becoming a publicly traded company.
The combined company now operates under the name “Nogin, Inc.” and
its common stock is listed on Nasdaq under the ticker symbol
“NOGN.”
- Appointed Shahriyar Rahmati as Chief Financial Officer and
Chief Operating Officer. Rahmati is an accomplished C-Suite
executive and private equity investor who brings over two decades
of technology sector and enterprise-level operating and investment
experience to the dual role, including significant experience
scaling profitable e-commerce businesses across both D2C and B2B
channels.
- Signed a total of eight (8) new brands to the Nogin Intelligent
Commerce Platform across multiple consumer product segments.
- Unveiled Vx of Intelligent Commerce, marking the arrival of
machine learning Customer Segmentation and Smart Sort merchandising
capabilities to the Nogin Commerce Platform.
Management Commentary“After the successful
close of our business combination and public listing this August,
we focused on improving the performance of the business and
strengthening our partner relationships during the third quarter,”
said Nogin Co-CEO Jon Huberman. “In 2021, we signed two deals that
required us to act as first-party purchasers and sellers of
products, both of which suffered from the effects of pandemic
induced supply chain issues. While our Commerce-as-a-Service
(“CaaS”) business remains healthy, these deals had a significant
impact on our 2022 performance to date. However, after
collaborating with our supply partners to resolve these historical
challenges, those businesses are showing steady improvements. In
addition, we’ve begun initiatives to accelerate our path to
profitability while simultaneously improving our execution on
behalf of our customers.”
“Our investments in developing our CaaS platform and expanding
into broader consumer product markets are already showing success,
as evidenced by our Vx of Intelligent Commerce launch and eight new
brand signings during the third quarter,” added Nogin Co-Founder
and Co-CEO Jan Nugent. “In our current economic environment, it is
particularly important for brands to reduce costs while driving
improving results. We believe that our platform is uniquely
positioned to enable our customers to achieve both objectives while
maintaining an efficient capital structure. We expect a modest
increase in non-GAAP revenue this year and that we’ll return to
more robust growth and profitability in 2023 and beyond.”
Third Quarter 2022 Financial ResultsResults
compare the three months ended September 30, 2022 to the three
months ended September 30, 2021, unless otherwise indicated.
- Net revenue decreased 22% to $21.0
million from $26.9 million in the third quarter of 2021. The
decrease in net revenue was primarily due to a decrease in net
product revenue during the period.
- Non-GAAP revenue, a non-GAAP
measurement of operating performance reconciled below, decreased
11% to $15.9 million from $17.8 million in the third quarter of
2021. The decrease in non-GAAP revenue was primarily due to
decreased product revenue through the platform in the quarter,
driven by previously noted supply chain challenges.
- Operating loss increased to $11.8 million compared to an
operating loss of $2.3 million in the comparable year-ago period.
The increase in operating loss was materially driven by losses
associated with previously mentioned product deals from 2021 that
were adversely affected by supply chain challenges, as well as
discounted pricing in Q3 2022.
Nine Months Ended September 30, 2022 Financial
ResultsResults compare the nine months ended September 30,
2022 to the nine months ended September 30, 2021, unless otherwise
indicated.
- Net revenue increased 20% to $66.5
million from $55.2 million for the nine months ended September 30,
2021. The increase in net revenue was primarily due to increases in
net product revenue and net revenue from related parties during the
period.
- Non-GAAP revenue, a non-GAAP
measurement of operating performance reconciled below, increased
15% to $50.1 million from $43.5 million for the nine months ended
September 30, 2021. The increase in non-GAAP revenue was primarily
due to an increase in CaaS, shipping, and marketing revenue.
- Operating loss increased to $27.6
million compared to an operating loss of $5.4 million in the
comparable year-ago period. The increase in operating loss was
primarily due to the increase in operating costs and expenses,
largely driven by losses associated with previously mentioned
product deals from 2021 that were adversely affected by supply
chain challenges, as well as discounted pricing in Q3 2022. The
Company expects fourth quarter GAAP net loss to range between
$(4.5) million and $(6.5) million and for adjusted EBITDA to
improve and to range between $(3.0) million and $(5.0)
million.
2022 Financial OutlookManagement expects the
Company’s financial results in the fourth quarter to be positively
impacted by existing customer sales, new customer agreements, and
the initial results of a comprehensive cost reduction and
performance improvement program. The Company’s cost and performance
related initiatives are expected to produce meaningful results in
Q4, including an approximate $2 million benefit to Adjusted EBITDA.
The goal of the cost and performance improvement program is to
drive continuous efficiency throughout the business while
simultaneously achieving or exceeding internal and customer KPIs
(Key Performance Indicators).
In addition, the Company is providing the following financial
outlook for full year 2022:
- Net revenue between $93 million and $96 million.
- Non-GAAP revenue between $72 million and $74 million.
Nogin is also updating its financial forecast for calendar year
2023. The Company now expects net revenue to range between $97
million and $100 million and non-GAAP revenue to range between $88
million and $95 million. The Company also expects net income to
improve and adjusted EBITDA to be positive for the full year
2023.
The expected impact of the Company’s cost and performance
improvement program for the full year 2023 is anticipated to be
between $15 million and $20 million, and management expects to have
the majority of initially identified initiatives complete by the
end of the 2023 first quarter.
Conference CallNogin management will hold a
conference call today, November 14, 2022, at 4:30 p.m. Eastern time
(1:30 p.m. Pacific time) to discuss these results.
Nogin management will host the call, followed by a
question-and-answer period.
Registration Link: Click here to register
Please register online at least 10 minutes prior to the start
time. If you have any difficulty with registration or connecting to
the conference call, please contact Gateway Investor Relations at
949-574-3860.
The conference call will be broadcast live and available for
replay here and via the Investor Relations section of Nogin’s
website.
About NoginNogin (Nasdaq: NOGN, NOGNW), the
Intelligent Commerce company, provides a leading
Commerce-as-a-Service (CaaS) technology platform for brand leaders
that need to deliver superior growth with predictable costs and an
exceptional online experience. The Nogin Commerce Platform is a
cloud-based ecommerce environment purpose-built for brands selling
direct-to-consumer (D2C) and through online channel partners. Nogin
frees its customers to focus on their brands while running as much
or as little of the infrastructure as they choose. Founded in 2010,
Nogin optimizes the entire ecommerce lifecycle for such D2C brands
as bebe, Brookstone, Hurley, and Kenneth Cole, achieving average
growth of more than 40% in annual gross merchandise value (GMV) in
the first year. To learn more, visit www.nogin.com or follow us on
LinkedIn and on Twitter at @Nogincommerce.
Non-GAAP Financial MeasuresWe prepare and
present our consolidated financial statements in accordance with
U.S. GAAP. However, management believes that non-GAAP revenue and
Adjusted EBITDA, non-GAAP financial measures, provide investors
with additional useful information in evaluating our performance,
as these measures are regularly used by security analysts,
institutional investors and other interested parties in analyzing
operating performance and prospects. These non-GAAP measures are
not intended to be a substitute for any U.S. GAAP financial
measures and, as calculated, may not be comparable to other
similarly titled measures of performance of other companies in
other industries or within the same industry.
We calculate and define non-GAAP revenue as GAAP revenue less
Product Revenue plus the associated Service Revenues associated
with the Product Revenue.
We calculate and define Adjusted EBITDA as net loss, adjusted to
exclude: (1) interest expense, (2) income tax expense and (3)
depreciation and amortization.
Non-GAAP revenue and Adjusted EBITDA are financial measures that
are not required by or presented in accordance with U.S. GAAP. We
believe that non-GAAP revenue and Adjusted EBITDA, when taken
together with our financial results presented in accordance with
U.S. GAAP, provide meaningful supplemental information regarding
our operating performance and facilitate internal comparisons of
our historical operating performance on a more consistent basis by
excluding certain items that may not be indicative of our business,
results of operations, or outlook. In particular, we believe that
the use of non-GAAP revenue and Adjusted EBITDA is helpful to our
investors as they are measures used by management in assessing the
health of our business and evaluating our operating performance, as
well as for internal planning and forecasting purposes.
Non-GAAP revenue and Adjusted EBITDA are presented for
supplemental informational purposes only, have limitations as
analytical tools and should not be considered in isolation or as a
substitute for financial information presented in accordance with
U.S. GAAP. Some of the limitations of non-GAAP revenue are (i)
removing product revenues and (ii) replacing it with the service
revenues associated with the sale of those products which
ultimately decrease total revenues. Some of the limitations of
Adjusted EBITDA include that (1) it does not reflect capital
commitments to be paid in the future, (2) although depreciation and
amortization are non-cash charges, the underlying assets may need
to be replaced and adjusted EBITDA does not reflect these capital
expenditures, (3) it does not reflect tax payments that may
represent a reduction in cash available to us and (4) does not
include certain non-recurring cash expenses that we do not believe
are representative of our business on a steady-state basis. In
addition, our use of non-GAAP revenue and Adjusted EBITDA may not
be comparable to similarly titled measures of other companies
because they may not calculate non-GAAP revenue or Adjusted EBITDA
in the same manner, limiting their usefulness as comparative
measures. Because of these limitations, when evaluating our
performance, you should consider non-GAAP revenue and Adjusted
EBITDA alongside other financial measures, including our net
revenue and net loss and other results stated in accordance with
U.S. GAAP.
We have not reconciled the forward-looking non-GAAP revenue and
adjusted EBITDA guidance included above to the most directly
comparable GAAP measures because this cannot be done without
unreasonable effort due to the variability and low visibility with
respect to certain costs, the most significant of which are
incentive compensation (including stock-based compensation),
transaction-related expenses, and certain fair value measurements,
which are potential adjustments to future earnings. We expect the
variability of these items to have a potentially unpredictable, and
a potentially significant, impact on our future GAAP financial
results.
Cautionary Statements Concerning Forward-Looking
StatementsThis release contains certain forward-looking
statements within the meaning of the federal securities laws,
including statements regarding the development and adoption of the
Company’s platform and cost-reduction measures. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"would," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Forward-looking information
includes, but is not limited to, statements regarding: the
Company’s platforms and offerings on such platforms, performance,
and operations, and the related benefits to stockholders; and the
Company’s strategy. Many factors could cause actual future events
to differ materially from the forward-looking statements in this
document, including the Company’s ability to implement business
plans and changes and developments in the industry in which the
Company competes. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of
our Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (the “SEC”) on September 16, 2022 and other
documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
law, including the securities laws of the United States and the
rules and regulations of the SEC. The Company does not give any
assurance that it will achieve its expectations.
Contacts:
Nogin Media Relations Contact:BOCA
Communicationsnogin@bocacommunications.com
Nogin Investor Relations Contact:Cody Slach and
Tom ColtonGateway Investor
Relations949-574-3860nogin@gatewayir.com
-Financial Tables to Follow-
Condensed Consolidated Statements of
Operations (in thousands, except share and per
share data)(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Net service revenue |
|
$ |
10,013 |
|
|
$ |
9,071 |
|
|
$ |
27,800 |
|
|
$ |
31,242 |
|
Net
product revenue |
|
|
8,645 |
|
|
|
15,224 |
|
|
|
29,401 |
|
|
|
19,739 |
|
Net
revenue from related parties |
|
|
2,316 |
|
|
|
2,652 |
|
|
|
9,321 |
|
|
|
4,240 |
|
Total
net revenue |
|
|
20,974 |
|
|
|
26,947 |
|
|
|
66,522 |
|
|
|
55,221 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
services (1) |
|
|
6,304 |
|
|
|
5,250 |
|
|
|
17,496 |
|
|
|
16,721 |
|
Cost of
product revenue (1) |
|
|
7,956 |
|
|
|
6,049 |
|
|
|
23,363 |
|
|
|
7,957 |
|
Sales
and marketing |
|
|
925 |
|
|
|
528 |
|
|
|
2,111 |
|
|
|
1,205 |
|
Research
and development |
|
|
1,400 |
|
|
|
1,609 |
|
|
|
4,227 |
|
|
|
4,033 |
|
General
and administrative |
|
|
15,969 |
|
|
|
15,658 |
|
|
|
46,332 |
|
|
|
30,300 |
|
Depreciation and amortization |
|
|
194 |
|
|
|
144 |
|
|
|
614 |
|
|
|
384 |
|
Total
operating costs and expenses |
|
|
32,748 |
|
|
|
29,238 |
|
|
|
94,143 |
|
|
|
60,600 |
|
Operating loss |
|
|
(11,774 |
) |
|
|
(2,291 |
) |
|
|
(27,621 |
) |
|
|
(5,379 |
) |
Interest
expense |
|
|
(2,568 |
) |
|
|
(254 |
) |
|
|
(4,685 |
) |
|
|
(374 |
) |
Change
in fair value of promissory notes |
|
|
(1,995 |
) |
|
|
— |
|
|
|
(4,561 |
) |
|
|
— |
|
Change
in fair value of derivative instruments |
|
|
64 |
|
|
|
— |
|
|
|
64 |
|
|
|
— |
|
Change
in fair value of unconsolidated affiliates |
|
|
87 |
|
|
|
— |
|
|
|
(1,895 |
) |
|
|
4,937 |
|
Change
in fair value of convertible notes |
|
|
(9,182 |
) |
|
|
— |
|
|
|
(9,182 |
) |
|
|
— |
|
Debt
extinguishment loss |
|
|
(1,885 |
) |
|
|
— |
|
|
|
(1,885 |
) |
|
|
— |
|
Other
(loss) income, net |
|
|
(1,574 |
) |
|
|
2,660 |
|
|
|
87 |
|
|
|
2,972 |
|
(Loss)
Income before income taxes |
|
|
(28,827 |
) |
|
|
115 |
|
|
|
(49,678 |
) |
|
|
2,156 |
|
Provision for income taxes |
|
|
69 |
|
|
|
366 |
|
|
|
134 |
|
|
|
82 |
|
Net
(loss) income |
|
$ |
(28,896 |
) |
|
$ |
(251 |
) |
|
$ |
(49,812 |
) |
|
$ |
2,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) income per common share – basic |
|
$ |
(0.58 |
) |
|
$ |
(0.01 |
) |
|
$ |
(1.16 |
) |
|
$ |
0.04 |
|
Net
(loss) income per common share – diluted |
|
$ |
(0.58 |
) |
|
$ |
(0.01 |
) |
|
$ |
(1.16 |
) |
|
$ |
0.04 |
|
Weighted
average shares outstanding – basic |
|
|
49,921,209 |
|
|
|
39,621,946 |
|
|
|
43,092,760 |
|
|
|
39,621,946 |
|
Weighted
average shares outstanding – diluted |
|
|
49,921,209 |
|
|
|
39,621,946 |
|
|
|
43,092,760 |
|
|
|
40,896,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance
Sheets(in thousands, except share and per share
data)(Unaudited)
|
|
September 30,2022 |
|
|
December 31,2021 |
|
ASSETS |
|
|
|
|
|
|
Current
assets: |
|
|
|
|
|
|
Cash |
|
$ |
15,827 |
|
|
$ |
1,071 |
|
Accounts
receivable, net |
|
|
1,631 |
|
|
|
1,977 |
|
Related
party receivables |
|
|
8,477 |
|
|
|
5,356 |
|
Inventory |
|
|
12,520 |
|
|
|
22,777 |
|
Prepaid
expenses and other current assets |
|
|
4,625 |
|
|
|
2,915 |
|
Total
current assets |
|
|
43,080 |
|
|
|
34,096 |
|
Restricted cash |
|
|
1,500 |
|
|
|
3,500 |
|
Property
and equipment, net |
|
|
3,080 |
|
|
|
1,789 |
|
Intangible assets, net |
|
|
939 |
|
|
|
1,112 |
|
Investment in unconsolidated affiliates |
|
|
11,675 |
|
|
|
13,570 |
|
Other
non-current asset |
|
|
666 |
|
|
|
664 |
|
Total
assets |
|
$ |
60,940 |
|
|
$ |
54,731 |
|
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
|
Accounts
payable |
|
$ |
17,200 |
|
|
$ |
16,098 |
|
Due to
clients |
|
|
3,534 |
|
|
|
5,151 |
|
Related
party payables |
|
|
229 |
|
|
|
— |
|
Accrued
expenses and other liabilities |
|
|
16,335 |
|
|
|
14,018 |
|
Total
current liabilities |
|
|
37,298 |
|
|
|
35,267 |
|
Line of
credit |
|
|
— |
|
|
|
348 |
|
Long-term note payable, net |
|
|
— |
|
|
|
19,249 |
|
Convertible notes |
|
|
74,486 |
|
|
|
— |
|
Deferred
tax liabilities |
|
|
1,308 |
|
|
|
1,174 |
|
Other
long-term liabilities |
|
|
17,988 |
|
|
|
734 |
|
Total
liabilities |
|
|
131,080 |
|
|
|
56,772 |
|
Commitments and contingencies (Note 17) |
|
|
|
|
|
|
CONVERTIBLE REDEEMABLE PREFERRED STOCK |
|
|
|
|
|
|
Series A
convertible, redeemable preferred stock, $0.0001 par value,
8,864,495 shares authorized, issued and outstanding, as of
December 31, 2021 |
|
|
— |
|
|
|
4,687 |
|
Series B
convertible, redeemable preferred stock, $0.0001 par value,
6,944,093 shares authorized, 6,334,150 shares issued and
outstanding, as of December 31, 2021 |
|
|
— |
|
|
|
6,502 |
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
Common
stock, $0.0001 par value, 500,000,000 and 60,760,816 shares
authorized; 66,694,295 and 39,621,946 shares issued and
outstanding as of September 30, 2022 and December 31, 2021 |
|
|
7 |
|
|
|
4 |
|
Additional paid-in capital |
|
|
9,233 |
|
|
|
4,358 |
|
Treasury
stock |
|
|
— |
|
|
|
(1,330 |
) |
Accumulated deficit |
|
|
(79,380 |
) |
|
|
(16,262 |
) |
Total
stockholders’ deficit |
|
|
(70,140 |
) |
|
|
(13,230 |
) |
Total
liabilities, convertible redeemable preferred stock and
stockholders’ deficit |
|
$ |
60,940 |
|
|
$ |
54,731 |
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash
Flows(in
thousands)(Unaudited)
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net (loss) income |
|
$ |
(49,812 |
) |
|
$ |
2,074 |
|
Adjustments to reconcile net
(loss) income to net cash used by operating activities: |
|
|
|
|
|
|
Depreciation and
amortization |
|
|
614 |
|
|
|
384 |
|
Amortization of debt issuance
costs and discounts |
|
|
2,154 |
|
|
|
42 |
|
Debt issuance costs expensed
under fair value option |
|
|
2,034 |
|
|
|
— |
|
Amortization of contract
acquisition costs |
|
|
— |
|
|
|
362 |
|
Stock-based compensation |
|
|
100 |
|
|
|
48 |
|
Deferred income taxes |
|
|
134 |
|
|
|
— |
|
Change in fair value of
unconsolidated affiliates |
|
|
1,895 |
|
|
|
(4,937 |
) |
Change in fair value of
warrant liability |
|
|
717 |
|
|
|
— |
|
Change in fair value of
promissory notes |
|
|
4,561 |
|
|
|
— |
|
Change in fair value of
convertible notes |
|
|
9,182 |
|
|
|
— |
|
Change in fair value of
derivatives |
|
|
(64 |
) |
|
|
— |
|
Loss on extinguishment of
debt |
|
|
1,885 |
|
|
|
— |
|
Settlement of deferred
revenue |
|
|
(1,611 |
) |
|
|
— |
|
Gain on extinguishment of PPP
loan |
|
|
— |
|
|
|
(2,266 |
) |
Other |
|
|
(321 |
) |
|
|
74 |
|
Changes in operating assets
and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
346 |
|
|
|
1,605 |
|
Related party receivables |
|
|
(3,120 |
) |
|
|
(4,587 |
) |
Inventory |
|
|
10,257 |
|
|
|
(17,935 |
) |
Prepaid expenses and other
current assets |
|
|
(4,037 |
) |
|
|
(1,130 |
) |
Accounts payable |
|
|
1,875 |
|
|
|
10,933 |
|
Due to clients |
|
|
(1,617 |
) |
|
|
(9,204 |
) |
Related party payables |
|
|
229 |
|
|
|
— |
|
Accrued expenses and other
liabilities |
|
|
(688 |
) |
|
|
1,932 |
|
Net cash used in operating
activities |
|
|
(25,287 |
) |
|
|
(22,605 |
) |
CASH FLOWS FROM
INVESTING ACTIVITIES: |
|
|
|
|
|
|
Purchases of property and
equipment |
|
|
(1,744 |
) |
|
|
(558 |
) |
Investment in unconsolidated
affiliates |
|
|
— |
|
|
|
(1,500 |
) |
Net cash used in investing
activities |
|
|
(1,744 |
) |
|
|
(2,058 |
) |
CASH FLOWS FROM
FINANCING ACTIVITIES: |
|
|
|
|
|
|
Exercise of stock options |
|
|
84 |
|
|
|
— |
|
Proceeds from business
combination, net of issuance costs |
|
|
1,375 |
|
|
|
— |
|
Proceeds from long-term notes
payable |
|
|
— |
|
|
|
10,000 |
|
Payment of long-term notes
payable |
|
|
(20,950 |
) |
|
|
— |
|
Proceeds from promissory
notes |
|
|
8,000 |
|
|
|
— |
|
Proceeds from promissory notes
– related parties |
|
|
2,175 |
|
|
|
— |
|
Payment of promissory
notes |
|
|
(12,033 |
) |
|
|
— |
|
Payment of promissory notes –
related parties |
|
|
(3,130 |
) |
|
|
— |
|
Payment of debt issuance
costs |
|
|
(397 |
) |
|
|
(125 |
) |
Proceeds from PIPE convertible
note issuance |
|
|
65,500 |
|
|
|
— |
|
Prepayment and other fees paid
upon early settlement of debt |
|
|
(489 |
) |
|
|
— |
|
Proceeds from line of
credit |
|
|
114,981 |
|
|
|
121,251 |
|
Repayments of line of
credit |
|
|
(115,329 |
) |
|
|
(116,251 |
) |
Net cash provided by financing
activities |
|
|
39,787 |
|
|
|
14,875 |
|
NET (DECREASE)
INCREASE IN CASH AND RESTRICTED CASH |
|
|
12,756 |
|
|
|
(9,788 |
) |
Beginning of period |
|
|
4,571 |
|
|
|
16,168 |
|
End of period |
|
$ |
17,327 |
|
|
$ |
6,380 |
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
2,231 |
|
|
$ |
49 |
|
Cash
paid for taxes |
|
|
210 |
|
|
|
— |
|
Non Cash Investing and Financing Activities |
|
|
|
|
|
|
Issuance
of common stock to settle transaction and advisory costs |
|
|
3,588 |
|
|
|
— |
|
Deferred
transaction and advisory fees |
|
|
10,979 |
|
|
|
— |
|
Cash
election consideration payable at closing of Business
Combination |
|
|
9,198 |
|
|
|
— |
|
Conversion of redeemable convertible preferred stock into common
stock |
|
|
11,189 |
|
|
|
— |
|
Net
settlement of liability classified warrants |
|
|
1,706 |
|
|
|
— |
|
|
|
|
|
|
|
|
SCHEDULE OF CASH AND RESTRICTED CASH |
|
|
|
|
|
|
Cash |
|
$ |
15,827 |
|
|
$ |
4,380 |
|
Restricted cash |
|
|
1,500 |
|
|
|
2,000 |
|
Total
cash and restricted cash |
|
$ |
17,327 |
|
|
$ |
6,380 |
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Loss to Adjusted
EBITDA(in
thousands)(Unaudited)
|
|
Three Months endedSeptember
30, |
|
|
Nine Months endedSeptember
30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Net (loss) income |
|
$ |
(28,896 |
) |
|
$ |
(251 |
) |
|
$ |
(49,812 |
) |
|
$ |
2,074 |
|
Interest expense |
|
|
2,568 |
|
|
|
254 |
|
|
|
4,685 |
|
|
|
374 |
|
Provision for income taxes |
|
|
69 |
|
|
|
366 |
|
|
|
134 |
|
|
|
82 |
|
Depreciation and amortization |
|
|
194 |
|
|
|
144 |
|
|
|
614 |
|
|
|
384 |
|
Adjusted
EBITDA |
|
$ |
(26,065 |
) |
|
$ |
513 |
|
|
$ |
(44,379 |
) |
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Revenue to Non-GAAP
Revenue(in
thousands)(Unaudited)
Nogin, Inc. |
|
|
|
|
Revenue - GAAP to Non-GAAP Reconciliation |
Three Months Ending Sep 30, 2022 |
(in 000's) |
GAAP |
Less Product Revenue |
Add Service Revenue Associated w/ Product Revenue |
Non-GAAP |
Net service revenue |
$ |
10,013 |
|
$ |
3,540 |
$ |
13,553 |
Net product revenue |
|
8,645 |
(8,645 |
) |
|
|
— |
Net revenue from related parties |
|
2,316 |
|
|
|
2,316 |
Total net revenue |
|
20,974 |
(8,645 |
) |
|
3,540 |
|
15,869 |
Nogin, Inc. |
|
|
|
|
Revenue - GAAP to Non-GAAP Reconciliation |
Three Months Ending Sep 30, 2021 |
(in 000's) |
GAAP |
Less Product Revenue |
Add Service Revenue Associated w/ Product Revenue |
Non-GAAP |
Net service revenue |
$ |
9,071 |
|
$ |
6,116 |
$ |
15,187 |
Net product revenue |
|
15,224 |
(15,224 |
) |
|
|
— |
Net revenue from related parties |
|
2,651 |
|
|
|
2,651 |
Total net revenue |
|
26,946 |
(15,224 |
) |
|
6,116 |
|
17,838 |
Nogin, Inc. |
|
|
|
|
Revenue - GAAP to Non-GAAP Reconciliation |
Nine Months Ending Sep 30, 2022 |
(in 000's) |
GAAP |
Less Product Revenue |
Add Service Revenue Associated w/ Product Revenue |
Non-GAAP |
Net service revenue |
$ |
27,800 |
|
$ |
12,932 |
$ |
40,732 |
Net product revenue |
|
29,401 |
(29,401 |
) |
|
|
— |
Net revenue from related parties |
|
9,321 |
|
|
|
9,321 |
Total net revenue |
|
66,522 |
(29,401 |
) |
|
12,932 |
|
50,053 |
Nogin, Inc. |
|
|
|
|
Revenue - GAAP to Non-GAAP Reconciliation |
Nine Months Ending Sep 30, 2021 |
(in 000's) |
GAAP |
Less Product Revenue |
Add Service Revenue Associated w/ Product Revenue |
Non-GAAP |
Net service revenue |
$ |
31,242 |
|
$ |
7,994 |
$ |
39,236 |
Net product revenue |
|
19,739 |
(19,739 |
) |
|
|
— |
Net revenue from related parties |
|
4,239 |
|
|
|
4,239 |
Total net revenue |
|
55,220 |
(19,739 |
) |
|
7,994 |
|
43,475 |
|
|
|
|
|
|
|
|
|
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