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Crexendo, Inc. - Annual Report: 2021 (Form 10-K)

cxdo_10k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 10-K

 

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

 

For the fiscal year ended December 31, 2021:

 

Or

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

cxdo_10kimg1.jpg

 

 Crexendo, Inc.

 (Exact name of registrant as specified in its charter)

  

Nevada

 

001-32277

 

87-0591719

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation or Organization)

 

File Number)

 

Identification No.)

 

1615 South 52nd Street, Tempe, AZ 85281

 (Address of Principal Executive Office) (Zip Code)

 

(602) 714-8500

 (Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

    

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

 The Nasdaq Stock Market

 

Securities registered pursuant to Section 12(g) of the Act: None

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐    No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

Emerging growth company

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

 

The aggregate market value of the common stock held by non-affiliates of the registrant as of December 31, 2021 was approximately $50,029,600.

 

The number of shares of the registrant’s common stock outstanding as of February 28, 2022 was 22,274,371.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for the Registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

 

 

 

TABLE OF CONTENTS

  

PART I

 

 

1

 

 

 

 

 

 

 

ITEM 1.

BUSINESS

 

 

1

 

ITEM 1A.

RISK FACTORS.

 

 

8

 

ITEM 2.

PROPERTIES

 

 

24

 

ITEM 3.

LEGAL PROCEEDINGS

 

 

24

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

 

24

 

 

 

 

 

 

 

PART II

 

 

24

 

 

 

 

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 

25

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

26

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

 

40

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

41

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

 

79

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

 

79

 

ITEM 9B.

OTHER INFORMATION

 

 

79

 

 

 

 

 

 

 

PART III

 

 

79

 

 

 

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

 

79

 

ITEM 11.

EXECUTIVE COMPENSATION

 

 

80

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 

 

80

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

 

80

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

80

 

 

 

 

 

 

 

PART IV

 

 

81

 

 

 

 

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

81

 

 

 
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PART I

 

Throughout this Annual Report, we refer to Crexendo, Inc., together with its subsidiaries, as “we,” “us,” “our Company,” “Crexendo®” or “the Company.” As used in this Annual Report, “Ride The Cloud” is a registered trademark of our Company in the United States and other countries. All other product names are or may be trademarks of, and are used to identify the products and services of, their respective owners.

 

THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS. THESE STATEMENTS RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “PLAN,” “INTEND,” “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “PROJECT,” “PREDICT,” “POTENTIAL” OR “CONTINUE” (INCLUDING THE NEGATIVE OF SUCH TERMS), OR OTHER SIMILAR TERMINOLOGY. THESE STATEMENTS ARE ONLY ESTIMATIONS, AND ARE BASED UPON VARIOUS ASSUMPTIONS THAT MAY NOT BE REALIZED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING THESE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, THE RISKS OUTLINED BELOW UNDER ITEM 1A. THESE FACTORS MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT.

 

ALTHOUGH WE BELIEVE THAT THE ESTIMATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER WE NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE FORWARD-LOOKING STATEMENTS. WE DO NOT INTEND TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS ANNUAL REPORT TO CONFORM SUCH STATEMENTS TO ACTUAL RESULTS OR TO CHANGES IN OUR EXPECTATIONS, UNLESS REQUIRED BY LAW.

 

ITEM 1. BUSINESS

 

OVERVIEW

 

Crexendo, Inc. is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, and collaboration services designed to provide enterprise-class cloud communication solutions to any size business through our business partners, agents, and direct channels. Our solutions currently support over two million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. By providing a variety of comprehensive and scalable solutions, we are able to cater to businesses of all sizes on a monthly subscription basis without the need for expensive capital investments, regardless of where their business is in its lifecycle. Our products and services can be categorized in the following offerings:

 

Cloud Telecommunications Services – Our cloud telecommunications services transmit calls using IP or cloud technology, which converts voice signals into digital data packets for transmission over the Internet or cloud. Each of our calling plans provides a number of basic features typically offered by traditional telephone service providers, plus a wide range of enhanced features that we believe offer an attractive value proposition to our customers. This platform enables a user, via a single “identity” or telephone number, to access and utilize services and features regardless of how the user is connected to the Internet or cloud, whether it’s from a desktop device or an application on a mobile device.

 

We generate recurring revenue from our cloud telecommunications and broadband Internet services. Our cloud telecommunications contracts typically have a thirty-six to sixty month term. We may also charge activation and flash fees and the Company generally allocates a portion of the activation fees to the desktop devices, which is recognized at the time of the installation or customer acceptance, and a portion to the service, which is recognized over the contract term using the straight-line method. We also charge other various contracted and non-contracted fees.

 

We generate product revenue and equipment financing revenue from the sale and lease of our cloud telecommunications equipment. Revenues from the sale of equipment, including those from sales-type leases, are recognized at the time of sale or at the inception of the lease, as appropriate.

 

Software Solutions – Our software solutions segment derives revenues from three primary sources: software licenses, software maintenance support and professional services. Software and services may be sold separately or in bundled packages. Generally, contracts with customers contain multiple performance obligations, consisting of software and services. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their relative stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the software licenses and professional services. For items that are not sold separately (e.g. additional features) the Company estimates stand-alone selling prices using the adjusted market assessment approach. When we provide a free trial period, we do not begin to recognize recurring revenue until the trial period has ended and the customer has been billed for the services.

 

 
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We generate software license revenue from the sale of perpetual software licenses, term-based software licenses that expire, and Software-as-a-Service (“SaaS”) based software which are referred to as subscription arrangements. The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.

 

We generate subscription and maintenance support revenue from customer support and other supportive services. The Company offers warranties on its products. The warranty period for our licensed software is generally 90 days. Certain of the Company’s warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company also sells separately-priced maintenance service contracts, which qualify as service-type warranties and represent separate performance obligations. The Company does not typically allow and has no history of accepting material product returns. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Subscription and maintenance support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.

 

We generate professional services and other revenue from consulting, technical support, resident engineer services, design services and installation services. Revenue for professional services and other is recognized when the performance obligation is complete and the customer has accepted the performance obligation.

 

OUR SERVICES AND PRODUCTS

 

Our solutions currently support over two million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. By providing a variety of comprehensive and scalable solutions, we are able to cater to businesses of all sizes on a monthly subscription basis without the need for expensive capital investments, regardless of where their business is in its lifecycle. Our products and services can be categorized in the following offerings:

 

Cloud Telecommunications Services – Our cloud telecommunications service offering includes hardware, software, and unified ng IP or cloud technology over any high-speed Internet connection. These services are rendered through a variety of devices and communication solutions for businesses using user interfaces such as a Crexendo branded desktop phones and/or mobile and desktop applications. Some examples of mobile devices are Android cell phones, iPhones, iPads or Android tablets. These services enable our customers to seamlessly communicate with others through phone calls that originate/terminate on our network or PSTN networks. Our cloud telecommunications services are powered by our proprietary implementation of standards based Web and VoIP cloud technologies. Our services use our highly scalable complex infrastructure that we build and manage based on industry standard best practices to achieve greater efficiencies, better quality of service (QoS) and customer satisfaction. Our infrastructure comprises of compute, storage, network technologies, 3rd party products and vendor relationships. We also develop end user portals for account management, license management, billing and customer support and adopt other cloud technologies through our partnerships.

 

Crexendo’s cloud telecommunication service offers a wide variety of essential and advanced features for businesses of all sizes. Many of these features included in the service offering are:

 

 

·

Business Productivity Features such as dial-by extension and name, transfer, conference, call recording, Unlimited calling to anywhere in the US and Canada, International calling, Toll free (Inbound and Outbound)

 

·

Individual Productivity Features such as Caller ID, Call Waiting, Last Call Return, Call Recording, Music/Message-On-Hold, Voicemail, Unified Messaging, Hot-Desking

 

·

Group Productivity Features such as Call Park, Call Pickup, Interactive Voice Response (IVR), Individual and Universal Paging, Corporate Directory, Multi-Party Conferencing, Group Mailboxes, Web and mobile devices based collaboration applications

 

·

Call Center Features such as Automated Call Distribution (ACD), Call Monitor, Whisper and Barge, Automatic Call Recording, One way call recording, Analytics

 

·

Advanced Unified Communication Features such as Find-Me-Follow-Me, Sequential Ring and Simultaneous Ring, Voicemail transcription

 

·

Mobile Features such as extension dialing, transfer and conference and seamless hand-off from WiFi to/from 3G and 4G, LTE, as well as other data services. These features are also available on CrexMo, an intelligent mobile application for iPhones and Android smartphones, as well as iPads and Android tablets

 

·

Traditional PBX Features such as Busy Lamp Fields, System Hold. 16-48 Port density Analog Devices

 

·

Expanded Desktop Device Selection such as Entry Level Phone, Executive Desktop, DECT Phone for roaming users

 

·

Advanced Faxing solution such as Cloud Fax (cFax) allowing customers to send and receive Faxes from their Email Clients, Mobile Phones and Desktops without having to use a Fax Machine simply by attaching a file

 

·

Web based online portal to administer, manage and provision the system.

 

·

Asynchronous communication tools like SMS/MMS, chat and document sharing to keep in pace with emerging communication trends.

 

 
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Many of these services are included in our basic offering to our customers for a monthly recurring fee and do not require a capital expense. Some of the advanced features such as Automatic Call Recording and Call Center Features require additional monthly fees. Crexendo continues to invest and develop its technology and CPaaS offerings to make them more competitive and profitable.

 

Software Solutions – Our software solutions offering provides a comprehensive suite of unified communications (UC), video conferencing, collaboration & contact center solutions to over 190 service providers, servicing over two million users around the globe. Our platform enables its service provider partners to customize packages with unprecedented levels of flexibility, profitability, and ease of use.

 

Our software solutions offering are as follows:

 

 

·

SNAPsolution® - a comprehensive, IP-based platform that provides a broad suite of UC services including hosted Private Branch Exchange (PBX), auto-attendant, call center, conferencing, and mobility. The platform includes a broad range of feature-sets, custom-built to provide unprecedented levels of flexibility, making the solution competitive with the market’s leading players. SNAPsolution includes a full suite of Voice over Internet Protocol (VoIP)/UC features with one low cost universal license, as opposed to pricing each feature individually. The Company licenses its platform based on concurrent sessions, not per seat/per feature. This allows service providers to oversubscribe their networks, driving down the cost per seat as volume increases. As the service provider increases their customer base, they only have to ensure they have sufficient concurrent call licenses to support users across the network.

 

·

SNAPaccel – a Software-as-a-Service (“SaaS”) based software license referred to as subscription arrangements.

 

·

Subscription Maintenance and Support - The Company also sells separately-priced maintenance service contracts, which qualify as service-type warranties and represent separate performance obligations and customer support. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches.

 

·

Professional Services and Other - The Company’s professional services include consulting, technical support, resident engineer services, design services and installation services.

 

 
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SEGMENT INFORMATION

 

The Company has two operating segments, which consist of cloud telecommunications services and software solutions. The information below is organized in accordance with our two reportable segments. Segment operating income is equal to segment net revenue less segment cost of service revenue, cost of product revenue, sales and marketing, research and development, and general and administrative expenses. Segment revenue and income before income tax benefit/(provision) was as follows (in thousands):

  

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

Cloud telecommunications services

 

$19,426

 

 

$16,387

 

Software solutions

 

 

8,666

 

 

 

-

 

Consolidated revenue

 

$28,092

 

 

$16,387

 

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Income/(loss) before income tax benefit:

 

 

 

 

 

 

Cloud telecommunications services

 

$(2,713)

 

$1,899

 

Software solutions

 

 

(197)

 

 

-

 

Income/(loss) before income tax

 

$(2,910)

 

$1,899

 

 

TECHNOLOGY

 

We believe our proprietary implementation of standard Web, IP, Cloud, Mobile and Internet technologies represent a key component of our business model. We believe these technologies and how we deliver them to our customers distinguish our services and products from the services and products offered by our competitors. Our technology infrastructure and virtual network operation center, all of which is built and managed on industry standard computers, storage, network, data and platforms offers us greater efficiencies while maintaining scalability and redundancy. The synergies between Web and Telecommunication protocols such as TCP/IP, HTTP, XML, SIP and innovations in computing, load balancing, redundancy and high availability of Web and Telecommunications technologies offers us a unique advantage in delivering these services to our customers seamlessly from our data center.

 

Our Cloud Telecommunications technology is continuously being enhanced with additional features and software functionality. Our current functionality includes:

 

 

·

High-end desktop telephony devices such as Gigabit, PoE, 6 Line Color Phone with 10 programmable buttons and lower end Monochrome 2 Line wall mountable device.

 

·

Basic Business Telephony Features such as those offered in a traditional PBX systems like extension dialing, Direct Inward Dialing (DID), Hold/Resume, Music-On-Hold, Call Transfer(Attended and Unattended), Conferencing, Local, Long Distance, Toll-Free and International Dialing, Voicemail, Auto-Attendant and traditional faxing.

 

·

Advanced telephony features such as Call Park, Call Pickup, Paging (through the phones), Overhead paging, Call Recording.

 

·

Call Center Functionality such as Agent Log In/Log Out, Whisper, Barge and Call center reporting.

 

·

Unified Communications features like Simultaneous Ring, Sequential Ring, Status based Routing (Find-Me-Follow-Me), 10-party instant conference, and Mobile application (CrexMo).

 

·

Crexendo Mobile Application (CrexMo), which allows users to place and receive extension calls using Crexendo’s network, transfer and conference other users right from their mobile deviceas if they were in the office. It also provided users instant access to visual voicemail and call logs.

 

·

End User Portal and Unified Messaging with Voicemail, Call Recording and eFax inbox.

 

·

Collaboration products like group chat, SMS/MMS, document sharing, video and web conferencing.

 

Our Software Solutions technology includes a full suite of Voice over Internet Protocol (VoIP)/UC features with one low cost universal license, built out either in a client’s own data centers, or on our Managed Infrastructure as a Service. Our current functionality includes:

 

 

·

Carrier Grade with Geo-Redundant Reliability

 

·

Scalability to support communications service providers of all sizes

 

·

Video Conferencing and Collaboration

 

·

Webinars

 

·

Scheduling

 

·

Meeting Recordings

 

·

Content/Screen Sharing

 

·

Chat

  

 
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·

Multi Tenant Architecture to support multiple resellers, agents and retail clients

 

·

Contact Center as a Service (CCaaS)

 

·

All-in-One Cloud Native Contact Center

 

·

Workforce Engagement

 

·

Call Recording

 

·

Employee Performance Management

 

·

Quality Assurance & Monitoring

 

·

Reporting, Analytics & Insights

 

·

Unified Communications as a Service (UCaaS)

 

·

PBX functionality in the Cloud

 

·

Natively integrated with messaging, team collaboration, meetings and contact center

 

·

Unified mobile and device experience

 

·

Full integration with Microsoft Teams

 

·

HD Audio

 

·

Call Transcription

 

·

Sentiment Analysis

 

·

Customizable Emergency Notifications

 

·

E911 Dynamic Routing

 

·

Cradle to Grave Reporting

 

·

Infrastructure as a Service

 

·

Eliminate CAPEX and startup costs

 

·

Slash time to market with immediacy of HW, resources, and expertise

 

·

Client’s own SNAPsolution running in redundant Top-tier data centers both in the US and Europe

 

·

Public vs Private Network Separation

 

·

Multi-Layer Network Security

 

·

Access Control Tracking and Change Control Procedures

 

·

Offloads operations, upgrade and maintenance to Crexendo

 

·

Disaster recovery and business continuity

 

·

Operational flexibility with on-demand scaling

 

·

4 “9”s service uptime reliability

 

RESEARCH AND DEVELOPMENT

 

We invested $1,396,000 and $1,189,000 for the years ended December 31, 2021 and 2020, respectively, in the research and development of our technologies and data center. The majority of these expenditures were for enhancements to our cloud telecommunications products and services and continued development of our software solutions products.

 

COMPETITION

 

The market for cloud business communications services is large and increasingly competitive. We expect competition to continue to increase in the future. Some of these competitors include:

 

 

·

traditional on-premise, hardware business communications providers such as Alcatel-Lucent, Avaya Inc., Cisco Systems, Inc., Mitel, NEC, and Siemens Enterprise Networks, LLC, any of which may now or in the future also host their solutions through the cloud;

 

·

software providers such as Microsoft Corporation (Microsoft Teams (formerly Skype for Business)) and BroadSoft, Inc. (acquired by Cisco Systems, Inc.) that generally license their software and may now or in the future also host their solutions through the cloud, and their resellers including major carriers and cable companies;

 

·

established communications providers that resell on-premise hardware, software, and hosted solutions, such as AT&T, Verizon Communications Inc., CenturyLink, Cox, Charter and Comcast Corporation in the United States, TELUS and others in Canada, and BT, Vodafone, and others in the United Kingdom, all of whom have significantly greater resources than us and do now or may in the future also develop and/or host their own or other solutions through the cloud;

 

·

other cloud companies such as 8x8, Inc., RingCentral, Inc., Amazon.com, Inc., DialPad, Inc., Fusion, Fuze (formerly Thinking Phone Networks), StarBlue (merger of Star2Star and BlueFace), Intermedia.net, Inc., J2 Global, Inc., Jive Communications, Inc. (acquired by LogMeIn, Inc.), Microsoft Corporation (Microsoft Teams (formerly Skype for Business)), Mitel, Nextiva, Inc., Slack Technologies, Inc., Vonage Holdings Corp., and West Corporation;

 

·

other large internet companies such as Alphabet Inc., Facebook, Inc., Oracle Corporation, Zoom, and Salesforce.com, Inc., any of which might launch its own cloud-based business communication services or acquire other cloud-based business communications companies in the future; and

 

·

established contact center providers such as Amazon.com, Inc., Aspect Software, Inc., Avaya Inc., Five9, Inc., Genesys Telecommunications Laboratories, Inc., and NewVoiceMedia.

 

 
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The competitive landscape for our software solutions fall into two main categories, (1) other third party UCaaS platform vendors, such as Cisco, Mitel and Microsoft, and (2) third-party platforms hosted on service provider networks, e.g. 3CX, Ribbon, Avaya, NEC, Unify and Vodia. NetSapiens, along with the vendors in these two categories account for almost two thirds of the UCaaS seats in North America in 2020. The remaining seats are served by either open source-based platforms or service providers that host their own proprietary platform, including Ringcentral, 8x8 and Dialpad.

 

Additionally, should we determine to pursue acquisition opportunities, we may compete with other companies with similar growth strategies. Some of these competitors may be larger and have greater financial resources than we do. Competition for these acquisition targets could also result in increased prices of acquisition targets and a diminished pool of companies available for acquisition.

 

There are relatively low barriers to entry into our business. Our proprietary technology does not preclude or inhibit competitors from entering our markets. In particular, we anticipate new entrants will attempt to develop competing products and services or new forums for conducting e-commerce and telecommunications services which could be deemed competition. Additionally, if telecommunications service providers with more resources and name recognition were to enter our markets, they may redefine our industry and make it difficult for us to compete.

 

Expected technology advances associated with the Cloud, increasing use of the Cloud, and new software products are welcome advancements that we believe will broaden the Cloud’s viability. We anticipate that we can compete successfully by relying on our infrastructure, marketing strategies and techniques, systems and procedures, and by adding additional products and services in the future. We believe we can continue the operation of our business by periodic review and revision to our product offerings and marketing approach.

 

INTELLECTUAL PROPERTY

 

Our success depends in part on using and protecting our proprietary technology and other intellectual property. Furthermore, we must conduct our operations without infringing on the proprietary rights of third parties. We also rely upon trade secrets and the know-how and expertise of our key employees. To protect our proprietary technology and other intellectual property, we rely on a combination of the protections provided by applicable copyright, trademark and trade secret laws, as well as confidentiality procedures and licensing arrangements. Although we believe we have taken appropriate steps to protect our intellectual property rights, including requiring employees and third parties who are granted access to our intellectual property to enter into confidentiality agreements, these measures may not be sufficient to protect our rights against third parties. Unauthorized parties may still copy or otherwise obtain and use our software and technology, despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights, licenses and confidentiality agreements. Others may independently develop or otherwise acquire unpatented technologies or products similar or superior to ours.

 

We license from third parties certain software and Internet tools, which we include in our services and products. If any of these licenses were terminated, we could be required to seek licenses for similar software and Internet tools from other third parties or develop these tools internally. We may not be able to obtain such licenses or develop such tools in a timely fashion, on acceptable terms, or at all.

 

Companies participating in the software, Internet technology, and telecommunication industries are frequently involved in disputes relating to intellectual property. We may be required to defend our intellectual property rights against infringement, duplication, discovery and misappropriation by third parties or to defend against third-party claims of infringement. Likewise, disputes may arise in the future with respect to ownership of technology developed by employees who were previously employed by other companies. Any such litigation or disputes could be costly and divert our attention from our business. An adverse determination could subject us to significant liabilities to third parties, require us to seek licenses from, or pay royalties to, third parties, or require us to develop appropriate alternative technology. Some or all of these licenses may not be available to us on acceptable terms, or at all. In addition, we may be unable to develop alternate technology at an acceptable price, or at all. Any of these events could have a material adverse effect on our business prospects, financial position, or results of operations.

 

 
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EMPLOYEES

 

As of December 31, 2021, we had 121 employees; 121 full-time and 0 part-time, including 8 executives, 32 sales representatives and sales management, 4 in marketing, 29 engineers and IT support, 35 in operations and customer support, 13 in accounting, finance, and legal.

 

 CORPORATE INFORMATION

 

Crexendo, Inc. was incorporated as a Nevada corporation under the name “Netgateway, Inc.” on April 13, 1995. In November 1999, we were reincorporated under the laws of Delaware. In July 2002, we changed our corporate name to “iMergent, Inc.” In May 2011, our stockholders approved an amendment to our Certificate of Incorporation to change our name from “iMergent, Inc.” to “Crexendo, Inc.” The name change was effective May 18, 2011. Our ticker symbol “IIG” on the New York Stock Exchange was changed to “EXE” on May 18, 2011. We changed the name to better reflect the scope and direction of our business activities of assisting and providing web-based technology solutions to any size business who are seeking to take advantage of the benefits of conducting business on the cloud. On January 13, 2015, the Company moved to the OTCQX Marketplace and our ticker symbol was changed to “CXDO”. In November 2016, we were reincorporated as a Nevada corporation. On July 8, 2020, the Company up listed to The Nasdaq Stock Market keeping our ticker symbol “CXDO”.

 

Our principal executive offices are located at 1615 S. 52nd Street, Tempe, AZ 85281. The telephone number of our principal executive offices is (602) 714-8500, and our main corporate website is www.crexendo.com. Information contained on, or that can be accessed through, our website, does not constitute part of this Annual Report on Form 10-K and inclusion of our website address in this Annual Report on Form 10-K is an inactive textual reference only.

 

We make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, free of charge on our website, www.crexendo.com/why-crexendo/sec-filings/ as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission, or the “SEC”. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

 

The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including the Company’s website (www.crexendo.com), the investor relations section of its website (www.crexendo.com/company/investors), press releases, filings with the SEC, and public conference calls, in order to achieve broad, non-exclusionary distribution of information to the public. The Company encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.

 

GOVERNMENTAL REGULATION

 

As a provider of Internet communications services, we are subject to regulation in the U.S. by the FCC. Some of these regulatory obligations include contributing to the Federal Universal Service Fund, Telecommunications Relay Service Fund and federal programs related to number administration; providing access to E-911 services; protecting customer information; and porting phone numbers upon a valid customer request. We are also required to pay state and local 911 fees and contribute to state universal service funds in those states that assess Internet voice communications services. We are a competitive local exchange carrier (CLEC) in forty-seven states. We are subject to the same FCC regulations applicable to telecommunications companies, as well as regulation by the public utility commission in these states. Specific regulations vary on a state-by-state basis, but generally include the requirement to register or seek certification to provide its services, to file and update tariffs setting forth the terms, conditions and prices for our intrastate services and to comply with various reporting, record-keeping, surcharge collection, and consumer protection requirements.

 

We are subject to regulations generally applicable to all businesses. We are also subject to an increasing number of laws and regulations directly applicable to telecommunication, internet access and commerce. The adoption of any such additional laws or regulations may decrease the rate of growth of the Internet, which could in turn decrease the demand for our products and services. Such laws may also increase our costs of doing business or otherwise have an adverse effect on our business prospects, financial position or results of operations. Moreover, the applicability to the Internet of existing laws governing issues such as property ownership, libel, and personal privacy is uncertain. Future federal or state legislation or regulation could have a material adverse effect on our business prospects, financial condition and results of operations.

 

 
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ITEM 1A. RISK FACTORS.

 

The COVID-19 pandemic has had some adverse effect on our business and may continue to have increased adverse effects our business, results of operations, and financial condition.

 

The effects of the global spread of the disease caused by the COVID-19 pandemic on our business are evolving and difficult to predict. To date, the COVID-19 pandemic has significantly and negatively impacted the global economy and it is unclear how long the pandemic will continue to do so. To combat the spread of COVID-19, the United States and other foreign countries have imposed measures such as quarantines and “shelter-in-place” orders that are restricting business operations and travel and requiring individuals to Work from Home (“WFH”), which has impacted all aspects of our business as well as those of the third-parties we rely upon for our manufacturing, shipping and other operations. To date the COVID-19 outbreak has not had a material adverse impact on our operations. However, the continuation of WFH and other restrictions for an extended period of time may negatively impact our productivity, product development, operations, sales and support, business and financial results. Among other things, the continuation of the COVID-19 pandemic may result in:

 

 

a decrease in demand and/or prices for our products and services;

 

 

a prolonged economic recession or depression that could significantly reduce demand and/or prices for our products and services;

 

 

reduced productivity in our product development, operations, marketing, sales and other activities;

 

 

disruptions to our supply chain;

 

 

increased costs resulting from our efforts to mitigate the impact of the COVID-19 pandemic;

 

 

reduced access to financing to fund our operations due to a deterioration of credit and financial markets; or

 

 

higher rate of losses on our accounts receivables due to credit defaults.

 

The COVID-19 pandemic has also caused significant uncertainty and volatility in global and domestic financial markets and the trading prices for the common stock of technology companies, including us. Due to such volatility, we may not be able to raise additional capital, if needed, on favorable terms, or at all. Further adverse economic events resulting from the COVID-19 pandemic, including a sustained economic downturn, could materially and adversely affect our business, access to capital markets and the value of our common stock.

 

In addition, given the inherent uncertainty surrounding COVID-19 due to rapidly changing governmental directives, public health challenges and economic disruption and the duration of the foregoing, the potential impact that the COVID-19 pandemic could have on the other risk factors described in this “Risk Factors” section remain unclear and evolving.

 

We have experienced and may continue to experience cancellations and greater delay and disruption in the demand for, our products and services. In addition, we believe the production capabilities of our suppliers have been, and may continue to be, impacted as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or WFH orders. The continued disruption in the manufacture, shipment and sales of telephones and ancillary equipment may negatively and materially impact our operating and financial operating results, including revenue, gross margins, operating margins, cash flows and other operating results. The resumption of normal business operations after such disruptions may be delayed and a resurgence of COVID-19 on a large scale could occur resulting in continued disruption to us, our suppliers and/or our customers. As a result, the effects of the COVID-19 pandemic could have a material adverse impact on our business, results of operations and financial condition for the remainder of 2021 and beyond.

 

A continued downturn in the worldwide or domestic economy may harm our business.

 

The COVID-19 pandemic has caused a downturn in the worldwide and domestic economy. As the pandemic and the economic downturn prolongs, this may continue to reduce demand for our products or our customers’ products, which could result in significant decreases in sales and margins for our products. In addition, the deterioration in credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures. We may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Adverse economic conditions may also result in a higher rate of losses on our accounts receivables due to credit defaults. As a result, a continued downturn in the worldwide or domestic economy could have a material adverse effect on our business, results of operations, or financial condition.

 

 
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Our quarterly and annual results of operations have fluctuated in the past and may continue to do so in the future. As a result, we may fail to meet or to exceed the expectations of research analysts or investors, which could cause our stock price to fluctuate and impair our ability to raise capital.

 

Our quarterly and annual results of operations have varied historically from period to period, and we expect that they will continue to fluctuate due to a variety of factors (including but not limited to COVID-19), some of which are outside of our control, including:

 

 

our ability to retain existing customers and resellers, expand our existing customers’ user base, and attract new customers;

 

 

our ability to introduce new solutions;

 

 

the actions of our competitors, including pricing changes or the introduction of new solutions;

 

 

our ability to effectively manage our growth;

 

 

our ability to successfully penetrate the market for larger businesses;

 

 

the mix of annual and multi-year subscriptions at any given time;

 

 

the timing, cost, and effectiveness of our advertising and marketing efforts;

 

 

the timing, operating cost, and capital expenditures related to the operation, maintenance and expansion of our business;

 

 

service outages or information security breaches and any related impact on our reputation;

 

 

our ability to accurately forecast revenues and appropriately plan our expenses;

 

 

our ability to realize our deferred tax assets;

 

 

costs associated with defending and resolving intellectual property infringement and other claims;

 

 

changes in tax laws, regulations, or accounting rules;

 

 

the timing and cost of developing or acquiring technologies, services or businesses, and our ability to successfully manage any such acquisitions;

 

 

adverse weather conditions;

 

 

the impact of worldwide economic, political, industry, and market conditions; and,

 

 

our ability to maintain compliance with all regulatory requirements.

 

Any one of the factors above, or the cumulative effect of some or all of the factors referred to above, may result in significant fluctuations in our quarterly and annual results of operations. This variability and unpredictability could result in our failure to meet the expectations of research analysts or investors for any period, which could cause our stock price to decline. We sustained operating losses in prior years and may experience losses in the future. In addition, a significant percentage of our operating expenses is fixed in nature and is based on forecasted revenues trends. Accordingly, in the event of revenue shortfalls, we may not be able to mitigate the negative impact on net income/(loss) and margins in the short term. If we fail to meet or exceed the expectations of research analysts or investors, the market price of our shares could fall substantially, and we could face costly lawsuits, including securities class-action suits. This may also impair our ability to raise capital, should we seek to do so.

  

Our growth and the evolving markets in which we operate make it difficult to evaluate our current business and future prospects, which may increase the risk of investing in our stock.

 

We have encountered and expect to continue to encounter risks and uncertainties as a growing company, the market for our products changes frequently. If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer.

 

We may not remain profitable, and results may fluctuate.

 

We have in the past sustained losses and may have losses again in the future. We expect to invest in sales and marketing, and in research and development, among other areas of our business, in order to compete more successfully for the business of companies that are transitioning to cloud communications and otherwise position ourselves to take advantage of long-term revenue-generating opportunities.

 

The investments we have made and will continue to make may not generate the returns that we anticipate, which could adversely impact our financial condition and make it more difficult for us to grow revenue and/or maintain profitability. In order to continue and maintain profitability, we will need to manage our cost structure more efficiently, not incur significant liabilities, while continuing to grow our revenues. Despite these efforts, our revenue growth may slow, revenues may decline, or we may incur significant losses in the future due to economic and world conditions downturn in general economic conditions, increasing competition (including competitive pricing pressures), decrease in the adoption or sustained use of cloud communications market, exiting lines of business, or our inability to execute on business opportunities. We cannot be certain that we will be able to achieve or maintain operating profitability in the future.

 

 
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We expect to undertake additional acquisitions the cost of which may affect profitability in certain quarters and for periods after the closing of the acquisition.

 

Our future operating results, including revenues, expenses, losses and profits, may vary substantially from period to period and may be difficult to predict.

 

We recently announced a quarterly dividend there is no guarantee that dividends will continue to be paid

 

We may not be able to maintain paying dividends at current rates or at all. We recently announced a quarterly dividend. Any determination to pay dividends to the Company’s stockholders in the future will be at the discretion of the board of directors and will depend on the Company’s results of operations, financial condition and other factors deemed relevant by the board of directors. The ability to pay dividends depends largely on results of operations. In addition, the Company may choose to retain capital to support growth or further mitigate risk instead of returning capital to its shareholders. As a result, there can be no assurance that we will be able to maintain paying dividends.

 

We expect to undertake acquisitions, mergers or change to our capital structure to expand our business, which may pose risks to our business and dilute the ownership of our existing stockholders. We may be required to acquire debt to fund acquisitions or mergers.

 

As part of a potential growth strategy, we expect to attempt to acquire or merge with certain businesses. Whether we realize benefits from any such transactions will depend in part upon the integration of the acquired businesses, the performance of the acquired products, services and capacities of the technologies acquired, as well as the personnel hired in connection therewith. Accordingly, our results of operations could be adversely affected from transaction-related charges, amortization of intangible assets, and charges for impairment of long-term assets. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there can be no assurance that any potential transaction will be successful.

 

In addition, the financing of any acquisition may require us to raise additional funds through public or private sources. Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stockholders. Future acquisitions by us could also result in large and immediate write-offs or assumptions of debt and contingent liabilities, any of which may have a material adverse effect on our consolidated financial position, results of operations, and cash flows.

 

Acquiring debt to finance acquisitions would require paying down of principal and payment of interest, which requires the use of cash, and we may not have sufficient cash flow from our business to pay down substantial debt. The ability to make scheduled payments of principal or to pay interest on notes will depend on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations to service any acquired debt, including paying off the principal when due, and make necessary capital expenditures.

  

We may not be able to secure financing on favorable terms, or at all, to meet future needs.

 

We may need to pursue financing in the future to make expenditures or investments to support the growth of our business (whether through acquisitions or otherwise) and may require additional capital to pursue our business objectives, respond to new competitive pressures, service our debt, pay extraordinary expenses, or fund growth, including through acquisitions, among other potential uses. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow and support our business and to respond to business challenges could be significantly limited.

 

Our strategy to expand through acquisitions or investments in, other companies, may divert our management’s attention, increase expenses, disrupt our operations and harm our results of operations.

 

Our business strategy may, from time to time, include acquiring or investing in complementary services, technologies or businesses. We cannot assure you that we will successfully identify suitable acquisition candidates, integrate or manage disparate technologies, lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company. Our inability to successfully operate and integrate newly acquired businesses appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as on our revenues, gross margins and expenses. Any such acquisition or investment could materially and adversely affect our results of operations. Acquisitions and other strategic investments involve significant risks and uncertainties, including: the potential failure to achieve the expected benefits of the combination or acquisition; unanticipated costs and liabilities; difficulties in integrating new products and services; software, businesses; operations and technology infrastructure in an efficient and effective manner; difficulties in maintaining customer relations; the potential loss of key employees of the acquired businesses; the diversion of the attention of our senior management from the operation of our daily business; the potential adverse effect on our cash position to the extent that we use cash for the purchase price; the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition; the potential to incur large and immediate write-offs and restructuring and other related expenses; and the inability to maintain uniform standards, controls, policies and procedures.

 

 
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Further, any acquisition may affect our ability to adequately maintain our internal control over financial reporting. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in the Company.

 

Our ability to use our net operating loss carry-forwards may be reduced in the event of an ownership change and could adversely affect our financial results.

 

As of December 31, 2021, we had net operating loss (“NOL”) carry-forwards of approximately $27,013,000. Section 382 of the Internal Revenue Code, as amended (the “Code”) imposes limitations on a corporation’s ability to utilize its NOL carry-forwards. In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. Any limited amounts may be carried over into later years, and the amount of the limitation may, under certain circumstances, be increased by the “recognized built-in gains” that occur during the five-year period after the ownership change (the recognition period). Future changes in ownership of more than 50% may also limit the use of these remaining NOL carry-forwards. Our earnings, if any, and cash resources would be materially and adversely affected if we cannot receive the full benefit of the remaining NOL carry-forwards. An ownership change could occur as a result of circumstances that are not within our control.

 

The telecommunications industry is highly competitive. We face intense competition from traditional telephone companies, wireless companies, cable companies and alternative voice communication providers and other VoIP companies.

 

Our Cloud telecommunications services compete with other voice over internet protocol (“VoIP”) providers. In addition, we also compete with traditional telephone service providers which provide telephone service based on the public switched telephone network (“PSTN”). Our VoIP offering is not fully compatible with such customers. Some of these traditional providers have also added VoIP services. There is also competition from cable providers, which have added VoIP service offerings in bundled packages to their existing cable customers. The telecommunications industry is highly competitive. We face intense competition from traditional telephone companies, wireless companies, cable companies, and alternative voice communication providers.

 

Most traditional wire line and wireless telephone service providers, cable companies, and some VoIP providers are substantially larger and better capitalized than we are and have the advantage of a large existing customer base. Because most of our target customers are already purchasing communications services from one or more of these providers, our success is dependent upon our ability to attract target customers away from their existing providers.

 

The markets for our products and services are continuing to evolve and are increasingly competitive. Demand and market acceptance for recently introduced and proposed new products and services and sales of such products and services are subject to a high level of uncertainty and risk. Our business may suffer if the market develops in an unexpected manner, develops more slowly than in the past or becomes saturated with competitors, if any new products and services do not sustain market acceptance. A number of very large, well-capitalized, high profile companies serve the e-commerce, VoIP and Cloud technology markets. If any of these companies entered our markets in a focused and concentrated fashion, we could lose customers, particularly more sophisticated and financially stable customers.

  

Our VoIP or cloud telecommunications service competes against established well financed alternative voice communication providers (such as 8x8 and Ring Central), who may provide comparable services at comparable or lower pricing.

 

Pricing in the telecommunications industry is very fluid and competitive. Price is often a substantial motivation factor in a customer’s decision to switch to our telephony products and services. Our competitors may reduce their rates, which may require us to reduce our rates, which would affect our margins and revenues, or otherwise make our pricing non-competitive. We may be at a disadvantage compared with those competitors who have substantially greater resources than us or may otherwise be better positioned to withstand an extended period of downward pricing pressure.

 

Many of our current and potential competitors have longer operating histories, significantly greater resources and brand awareness, and a larger base of customers than we have. As a result, these competitors may have greater credibility with our existing and potential customers. Our competitors may also offer bundled service arrangements that present a more differentiated or better integrated product to customers. Announcements, or expectations, as to the introduction of new products and technologies by our competitors or us could cause customers to defer purchases of our existing products, which also could have a material adverse effect on our business, financial condition or operating results.

 

We face risks in our strategy of designing and developing our own desktop telephones (“desktop devices”).

 

We continue to primarily sell Crexendo ® branded desktop devices, although, the Company also supports third party devices manufactured by Yealink, Cisco, and Polycom. Our desktop devices are being manufactured by third party vendors in China. The current economic challenges in China and global economic ramifications of Chinese economic difficulties, the U.S. trade war with China, including trade protection measures such as tariffs, and the effects of any new wave of COVID-19 infections or another pandemic may cause potential supply-chain disruptions in obtaining our desktop devices. This may increase pricing, slow delivery times or may force us to find another third party manufacturer of our branded desktop devices.

 

 
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The Crexendo branded desktop devices include firmware specifically designed for our cloud telecommunications services and are not currently intended to work with other competitors’ or vendors’ services. If the desktop devices are successfully manufactured, there is no assurance of the acceptance of them by customers. Successful roll out is not guaranteed and is contingent on various factors including but not limited to: meeting certain industry standards, the availability of our vendors to meet agreed terms, supply from vendors being sufficient to meet demand, industry acceptance of the desktop devices, desktop devices meeting the needs of our customers, competitive pricing of the desktop devices, feature set of the desktop devices being up to competitive standards, regulatory approval as required of the desktop devices and competitor claims relating to the desktop devices. Our failure to be able to fully implement the sale of the Crexendo desktop devices or the inability to have desktop devices manufactured to meet our supply needs may cause us damage as well as require us to have to purchase desktop devices from other suppliers at a higher price which could affect sales and margins.

 

Errors in our technology or technological issues outside our control could cause delays or interruptions to our customers.

 

Our services (including cloud telecommunications and e-commerce) can be disrupted by problems with our technology and systems such as malfunctions in our servers, processes, software or facilities. In addition, there may be service interruptions for reasons outside our control. Our customers and potential customers subscribing to our services have experienced such interruptions in the past and may experience such interruptions in the future as a result of these types of problems or others which may or may not be in our control. Such Interruptions cause us to lose customers and offer customer credits, which could adversely affect our revenue and profitability. Network and telecommunication interruptions may also impair our ability to sign-up new customers. In addition, since our systems and our customers’ ability to use our services are Internet-dependent, our services may be subject to “cyber-attacks” from the Internet, which could have a significant impact on our systems and services.

 

If we do not successfully expand our physical infrastructure and build diverse geo redundant locations, which require large investments, we may be unable to substantially increase our sales and retain customers.

 

Our ability to provide cloud telecommunications services is dependent upon on our physical and cloud-based infrastructure. While most of our physical equipment required for providing these services is redundant in nature, certain types of failures or malfunctioning of critical hardware/software equipment, including but not limited to fire, water or other physical damage may impact our ability to deliver continuous service to our customers. Act of God or terrorism or vandalism or negligence or gross negligence including failure to properly update and maintain infrastructure of person(s) currently or formerly associated with the Company may result in loss of revenue, profitability and failure to retain and acquire new customers.

 

Our ability to recover from disasters or failures, if and when they occur, is paramount to offering continued service to our existing customers. We maintain a redundant physical infrastructure in our data center in Tempe, Arizona for disaster recovery. This system does not guarantee continued reliability if a catastrophic event occurs. Despite implementation of network security measures, our servers may be vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems including, but not limited to, denial of service attacks. In addition, if there is a breach or alleged breach of security or privacy involving our services including but not limited to data loss, or if any third party undertakes illegal or harmful actions using our communications or e-commerce services, our business and reputation could suffer substantial adverse publicity and impairment. We have experienced interruptions in service in the past. We have taken and continue to take steps to improve our infrastructure to prevent service interruptions.

  

In addition to our physical infrastructure, we have a cloud infrastructure deployment with Amazon Web Services (“AWS”) which is intended to provide continuous service to our customers in the event of a disaster or failure of our physical infrastructure. We have had failures in the automatic switch over to AWS which the Company and AWS have reviewed and are addressing and we expect to remediate that issue. If we fail to properly maintain our infrastructure or our third-party service providers fail to maintain these facilities properly, or fail to respond quickly to problems, our customers may experience service interruptions. The failure to properly maintain services may result in negative consequences to us including but not limited to: (i) cause a material loss of customers, (ii) adversely affect our reputation, (iii) cause negative publicity, (iv) negatively impact our ability to acquire customers, (v) negatively impact our revenue and profitability, (vi) potential law suits for not reaching E-911 services, and (vii) potential law suits for loss of business and loss of reputation.

 

Failure in our data center or services could lead to significant costs and disruptions.

 

All data centers, including ours, are subject to various points of failure. Problems with cooling equipment, generators, uninterruptible power supply, routers, switches, or other equipment, whether or not within our control, could result in service interruptions for our customers as well as equipment damage. Any failure or downtime could affect a significant percentage of our customers. The total destruction or severe impairment of our data center facilities could result in significant downtime of our services and the loss of customer data.

 

 
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We depend on our senior management and other key personnel, and a loss of these individuals could adversely impact our ability to execute our business plan and grow our business.

 

We depend on the continued services of our key personnel, including our officers and certain engineers. Each of these individuals has acquired specialized knowledge and skills with respect to our operations. The loss of one or more of these key personnel could negatively impact our performance. In addition, we expect to hire additional personnel as we continue to execute our strategic plan, particularly if we are successful in expanding our operations. Competition for the limited number of qualified personnel in our industry is intense. At times, we have experienced difficulties in hiring personnel with the necessary training or experience.

 

Changes in our business model and sales strategies may continue to adversely impact our website hosting revenue.

 

When the Company shifted away from a seminar sales model in 2011, our web services revenue was adversely impacted and has continued to decrease. Our website hosting revenue has continued to decline since we no longer sell our website development software through a seminar sales model. The Company is not actively marketing its website development software or website hosting services. Our website hosting revenue represents less than 1% of our total revenue for the year ended December 31, 2021 and may continue to decline over time as more competitors enter the website building and hosting industry.

 

We have targeted sales to mid-market and larger enterprise customers. Not properly managing these customers could negatively affect our business, margins, cash flow and operations.

 

Selling to larger enterprise customers contains inherent risks and uncertainties. Our sales cycle has become more time-consuming and expensive. The delays associated with closing and installing larger customers may impact results on a quarter-to-quarter basis. There may be additional pricing pressure in this market which may affect margins and profitability. Revenue recognition may be delayed for some complex transactions, all of which could harm our business and operating results. The loss of a large customer may have a material negative impact on quarterly or annual results.

 

Multi-location users require additional and expensive customer service which may require additional expense and impact margins on enterprise sales. Enterprise customers may demand more features, integration services and customization which require additional engineering and operational time which could impact margins on an enterprise sale. Multi-location enterprise customer sales may have different requirement in different locations which may be difficult to fulfill or satisfy various interests which could result in cancellations.

 

Enterprise customers might demand we provide service locations internationally where we may encounter technical, logistical, infrastructure and regulatory limitations on our ability to implement or deliver our services. Our inability to provide service in certain international locations may result in a cancellation of the entire contract. Further with larger enterprise customer sales, the risk of customers transporting desktop devices internationally without our knowledge may increase.

 

We have a limited history of selling our services to larger businesses and may experience challenges in configuring and providing ongoing support for the solutions we sell to large customers. Larger customers’ networks are often more complex than those of smaller customers, and the configuration of our services for these customers usually requires customer assistance. There is no guarantee that the customer will make available to us the necessary personnel and other resources for a successful configuration of services. Lack of assistance from the customers or lack of local resources may prevent us from properly configuring our services for the customers, which can in turn adversely impact the quality of services that we deliver over our customers’ networks, and/or may result in delays in the implementation of our services and impact the quality and ability to continue to provide the services. This could also create a public perception that we are unable to deliver high quality of service to our customers, which could harm our reputation. In addition to the foregoing, larger customers tend to require higher levels of customer service and individual attention, which may increase our costs for implementing and delivering services.

  

Sales to small and medium-sized businesses face risks as they may have fewer financial resources to weather an economic downturn.

 

A substantial percentage of our revenues come from small and medium-sized businesses. These customers may be more adversely affected by economic downturns than larger, more established businesses. The majority of our customers pay for our subscriptions with credit and debit cards. Weakness in certain segments of the credit markets and in the U.S. and global economies may result in increased numbers of rejected credit and debit card payments, which could negatively affect our business. If small and medium-sized businesses experience financial hardship as a result of a weak economy, industry consolidation, or any other reason, the overall demand for our subscriptions could be materially and adversely affected.

 

We must acquire new customers on an ongoing basis to maintain and increase our customers and revenues while the significant costs to acquire new customers may reduce our profitability.

 

We will have to acquire new customers in order to increase revenues. We incur significant costs to acquire new customers, and those costs are an important factor in determining our profitability. Therefore, if we are unsuccessful in retaining customers or are required to spend significant amounts to acquire new customers beyond those budgeted, our revenue could decrease, which could prevent us from reaching profitability and have our net loss increase. Marketing expenditures are an ongoing requirement and will become a larger ongoing requirement of our business as we strive for acquiring new customers.

 

 
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If we do not successfully expand our sales, including our partner channel program and direct sales, we may be unable to increase our sales and that may affect our stock price.

 

We sell our products primarily through direct sales and our partner channel, and we must substantially expand the number of partners and producing direct sales personnel to increase organic revenue substantially. If we are unable to expand our partner channel network and hire and retain qualified sales personnel, our ability to increase our organic revenue and grow our business could be compromised. The challenge of attracting, training, and retaining qualified candidates, may make it difficult to grow revenue. Our direct sales are driven largely by inside sales who sell our services and products to customers. Our future growth depends on our ability to develop and maintain a successful direct sales organization that identifies and closes a significant portion of sales. If we or the agents fail to do so, we may be unable to meet our revenue growth targets. Our partner sales are generated through indirect channel sales. These channels consist of master agents’ independent agents (including master agents), value-added resellers, and service providers. We contract directly with the end customer. We may or may not have active involvement in the sale or may use these channel partners to identify, qualify and manage prospects throughout the sales cycle. These channels may generate an increasing portion of our revenue in the future. Our continued success requires continuing to develop and maintain successful relationships with these partners. If we fail to properly select and manage our partners, or they are not successful in their sales efforts, we may be unable to meet our revenue growth targets.

 

A substantial portion of our sales is dependent on partners, resellers, and master agents to sell our products and services; our failure to effectively develop, manage, and maintain our indirect sales channels could materially and adversely affect our revenues.

 

Our success depends on our continued ability to establish and maintain a network of channel relationships, including but not limited to strategic partners, agents, and master agents. We need to properly manage and expand these relationships. These relationships are essential both in targeting our strategic base and expanding into the enterprise market. We believe we will need to expand our network in order to grow our business. An increasing portion of our revenues are and maybe derived from our network of sales agents and resellers. We do not have long-term contracts with these resellers, nor do most of our contracts require minimum commitments on the part of resellers. The loss of or reduction in sales through these third parties could materially reduce our revenues. Many of our competitors also rely on resellers and there may be intense completion regarding their sales, attention, and commitment. Competitors may be able to transition some or all of those customers onto their competing solutions, which could materially and adversely affect our revenues.

 

Acquiring new resellers and retaining current resellers requires substantial training in our technology and subscription offerings which necessitates time and resources. To maintain and expand our indirect sales channels, we must continue to scale and improve our processes and procedures to support these channels, including investment in systems and training.

 

Our churn rate may increase in future periods due to customer cancellations or other factors, which may adversely impact our revenue or require us to spend more money to grow our customer base.

 

Our customers generally have initial service periods of between three and five years and may discontinue their subscriptions for our services after the expiration of their initial subscription period. In addition, our customers may renew for lower subscription amounts or for shorter contract lengths. We may not accurately predict cancellation rates for our customers. Our cancellation rates may increase or fluctuate because of a number of factors, including customer usage, pricing changes, number of applications used by our customers, customer satisfaction with our service, the acquisition of our customers by other companies and deteriorating general economic conditions. If our customers do not renew their subscriptions for our service or decrease the amount they spend with us, our revenue will decline, and our business will suffer.

  

Our rate of customer cancellations we believe has increased and may increase in future periods due to many factors, some of which are beyond our control, such as the financial condition of our customers or the state of credit markets, especially given the continued COVID-19 pandemic and its impact on the economy. In addition, a single protracted service outage or a series of service disruptions, whether due to our services or those of our bandwidth carriers, may result in a sharp increase in customer cancellations.

 

We may not be able to scale our business efficiently or quickly enough to meet our customers’ growing needs, in which case our operating results could be harmed.

 

As usage of our cloud telecommunications services by mid-market and larger distributed enterprises expands and as customers continue to integrate our services across their enterprises, we are required to devote additional resources to improving our application architecture, integrating our products and applications across our technology platform as well as expanding integration and performance. We will need to appropriately scale our internal business systems and our services organization, including customer support and services and regulatory compliance, to serve a growing customer base. Any failure of or delay in these efforts could impair our systems’ performance and reduce customer satisfaction, which could result in decreased sales to new customers and lower renewal rates by existing customers and eventually hurt our revenue growth and our reputation. We cannot guarantee that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all, which failure may reduce revenue and our margins and adversely impact our financial results.

 

 
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Our success depends in part upon our ability to provide customer service that effectively supports the needs of our customers.

 

Providing customer services effectively requires that our customer support personnel have industry-specific technical knowledge and expertise. It may be difficult and costly for us to hire qualified personnel, particularly in the strong labor market in Phoenix, Arizona where we are headquartered. Our support personnel require extensive training on our products and services, which may make it difficult to scale up our support operations rapidly or effectively. The importance of high-quality customer support will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve post-implementation issues and provide effective ongoing support, our ability to sell additional features and services to existing customers will suffer and our reputation may be harmed.

 

Our success depends in part upon the capacity, reliability, and performance of our several third party providers and their network infrastructure, the failure of which could cause delays or interruptions of our service and impact our revenue and profitability.

 

We depend on several third-party providers to provide uninterrupted and error-free service to maintain our operations. We do not have control over these providers, and some of these providers may be our competitors. We may be subject to interruptions or delays in their service and our reputation and business may be harmed. The failure of any of these third party service providers to properly maintain services may result in negative consequences to us including but not limited to: (i) cause a loss of customers, (ii) adversely affect our reputation, (iii) cause negative publicity, (iv) negatively impact our ability to acquire customers, (v) negatively impact our revenue and profitability, (vi) potential law suits for not reaching E-911 services, and (vii) potential law suits for loss of business and loss of reputation. These third-party providers include:

 

 

Internet Bandwidth Providers. We may be subject to interruptions or delays in network service. If we fail to maintain reliable bandwidth or performance that could significantly reduce customer demand for our services and damage our business. Our cloud telecommunications service (and to a lesser extent our e-commerce services) requires our customers to have an operative broadband Internet connection and an electrical power supply, which are provided by the customer’s Internet service provider and electric utility company and not by us. The quality of some broadband Internet connections may be too poor for customers to use our services properly. In addition, if there is any interruption to a customer’s broadband Internet service or electrical power supply, that customer will be unable to make or receive calls, including emergency calls (our E-911 service), using our service. In addition, internet backbone providers may be able to block, degrade or charge for access to, or the bandwidth use of certain of our products and services which could have a negative effect on our services and could lead to additional expenses and the loss of users. Our products and services depend on the ability of our users to access the Internet, and many of our services require significant bandwidth to work effectively. Further, customers who access our mobile application Crexmo© (or future application) through their smartphones must have a high-speed connection, to use our services. This access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace some of these providers offer products and services that directly compete with our own offerings, which give them a significant competitive advantage.

      

 

Tier 1 and non-Tier 1 Telecom suppliers for Telecom Origination and Termination Services. We depend on these companies to provide service telecom services, sourcing of Direct Inward Dialing (DID), porting of numbers and delivering telephone calls from and to endpoints and devices on our network. If we fail to maintain reliable connectivity or performance with our upstream carriers it could then significantly reduce customer demand for our services and damage our business.

 

 

A portion of our customer service responses, delivery of calls to and from PSTN and other public telephone VoIP/Wireless service providers and provision of aspects of our E-911 service. We offer our cloud telecommunications customers support 24 hours a day, seven days a week. We may rely on third parties (sometimes outside of the U.S) to respond to customer inquiries. These third-party providers generally represent us without identifying themselves as independent parties. The ability of third-party providers to provide these representatives may be disrupted due to issues outside our control. We also maintain an agreement with an E-911 provider to assist us in routing emergency calls directly to an emergency service dispatcher at the public-safety answering point (“PSAP”) in the area of the customer’s registered location and terminating E-911 calls. We also contract with a provider for the national call center that operates 24 hours a day, seven days a week to receive certain emergency calls and with several companies that maintain PSAP databases for the purpose of deploying and operating E-911 services. The dispatcher will have automatic access to the customer’s telephone number and registered location information. If a customer moves their Crexendo service to a new location, the customer’s registered location information must be updated and verified by the customer. Until that takes place, the customer will have to verbally advise the emergency dispatcher of his or her actual location at the time of an emergency 9-1-1 call. This can lead to delays in the delivery of emergency services. Interruptions in service from these vendors could also cause failures in our customers’ access to E-911 services and expose us to liability.

 

 

Initiation of local number portability for our customers. We also have agreements with companies that initiate our local number portability, which allow new customers to retain their existing telephone numbers when subscribing to our services. We will need to work with these companies to properly port numbers. The failure to port numbers may subject us to loss of customers or regulatory review.

 

 
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Outside contractors and third-party agents for fulfillment of certain items and critical manufacturing services. We outsource the manufacturing of certain products we sell and provide. We submit purchase orders to agents or the companies that manufacture the products. We describe, among other things, the type and quantities of products or components to be supplied or manufactured and the delivery date and other terms applicable to the products or components. Our suppliers or manufacturers potentially may not accept any purchase order that we submit. Our reliance on outside parties involves a number of potential risks, including: (i) the absence of adequate capacity, (ii) the unavailability of, or interruptions in access to, production or manufacturing processes, (iii) reduced control over delivery schedules, (iv) errors in the product, and (v) claims of third-party intellectual infringement or defective merchandise. If delays, problems or defects were to occur, it could adversely affect our business, cause claims for damages to be filed against us, and negatively impact our consolidated operations and cash flows.

 

We depend upon industry standard protocols, best practices, solutions, third-party software, technology, and tools, including but not limited to Open Source software.

 

We rely on non-proprietary third-party licensing and software, some of which may be Open Source and protected under various licensing agreements. We may be subject to additional royalties, license or trademark infringement costs or other unknown costs when one or more of these third-party technologies are affected or need to be replaced due to end-of-support or end-of-sale of such third parties.

 

Changes to rates by our suppliers and increasing regulatory charges or tariffs may require us to raise prices, which could impact results.

 

Our upstream carriers, suppliers and vendors may increase their rates thus directly impacting our cost of sales, which would affect our margins. Interconnected VoIP traffic may be subject to increased charges. Should this occur, the rates paid to our underlying carriers may increase which could reduce our profitability. Future changes in tariffs by regulatory agencies or application of tariff requirements to currently un-tariffed products or services could affect the price and sales of our products for certain classes of customers. Changes in our underlying costs of sales may increase rates we charge our customers which could make us less competitive and impact our sales and retention of existing customers.

 

Changes in laws and regulations and the interpretation and enforcement of such laws and regulations could adversely impact our financial results or ability to conduct business.

 

We are subject to a variety of federal and state laws and regulations as well as oversight from a variety of governmental agencies and public service commissions. The laws governing our business may change in ways that harm our business. Federal or state governmental agencies administering and enforcing such laws may also choose to interpret and apply them in ways that harm our business. These interpretations are also subject to change. Regulatory action could materially impair or force us to change our business model and may adversely affect our revenue, increase our compliance costs, and reduce our profitability. In addition, governmental agencies such as the SEC, Internal Revenue Service (“IRS”), Federal Trade Commission (“FTC”), Federal Communication Commission (“FCC”) and state taxing authorities may conclude that we have violated federal laws, state laws or other rules and regulations, and we could be subject to fines, penalties or other actions that could adversely impact our financial results or our ability to conduct business.

  

Our telecommunications services are required to comply with industry standards, FCC regulations, privacy laws as well as certain state and local jurisdiction specific regulations. Failure to comply with existing laws and any new laws that may become applicable to us may subject us to penalties, increase our operation costs, and may also require us to modify existing products and/or service.

 

The acceptance of telecommunications services is dependent upon our meeting certain industry standards. We are required to comply with certain rules and regulations of the FCC regarding safety standards. Standards are continuously being modified and replaced. As standards evolve, we may be required to modify our existing products or develop and support new versions of our products. We must comply with certain federal, state, and local requirements regarding how we interact with our customers, including marketing practices, consumer protection, privacy, and billing issues, the provision of 9-1-1 emergency service and the quality of service we provide to our customers. The failure of our products and services to comply, or delays in compliance, with various existing and evolving standards could delay future offerings and impact our sales, margins, and profitability. Changes to the Universal Service Funds by the FCC or various states may require us to increase our costs which could negatively affect revenue and margins.

 

We are subject to Federal laws and FCC regulations that require us to protect customer information. While we have protections in place to protect customer information there is no assurance that our systems will not be subject to failure or intentional fraudulent attack. The failure to protect required information could subject us to penalties and diminish the confidence our customers have in our systems, which could negatively affect results. While we try to comply with all applicable data protection laws, regulations, standards, and codes of conduct, as well as our own posted privacy policies and contractual commitments to the extent possible, any failure by us to protect our users’ privacy and data, including as a result of our systems being compromised by hacking or other malicious or surreptitious activity, could result in a loss of user confidence in our services and ultimately in a loss of users, which could materially and adversely affect our business as well as subject us to law suits, civil fines and criminal penalties.

 

 
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Governmental entities, class action lawyers and consumer advocates are reviewing the data collection and use by companies that must maintain such data. Our own requirements as well as regulatory codes of conduct, enforcement actions by regulatory agencies, and lawsuits by other parties could impose additional compliance costs on us as well as subject us to unknown potential liabilities. These evolving laws, rules and practices may also curtail our current business activities, which may delay or affect our ability to become profitable as well as affect customers and other business opportunities.

 

In addition, several foreign countries and governmental bodies, including the E.U., Brazil and Canada, have laws and regulations concerning the collection and use of personally identifiable information obtained from their residents, including payment card information, which are often more restrictive than those in the U.S. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personally identifiable information, including payment card information identifying, or which may be used to identify, an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol (IP) addresses, device identifiers and other data. Our phones may be moved to locations which could potentially subject us to jurisdiction. Also, websites we host may be available in these locations. As we conduct business or become deemed to conduct business in those foreign jurisdictions, we may become subject to those laws.

 

We are also subject to the privacy and data protection-related obligations in our contracts with our customers and other third parties. Any failure, or perceived failure, to comply with federal, state, or international laws, or to comply with our contractual obligations related to privacy, could result in proceedings or actions against us which could result in significant liability to us as well as harm to our reputation. Additionally, third parties with whom we contract may violate or appear to violate laws or regulations which could subject us to the same risks. Any new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations.

 

Our collection, processing, storage, use, and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security breaches.

 

We collect, process, store, use, and transmit personal data on a daily basis. Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another. In recent years, for example, U.S. legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S. states have increased their focus on protecting personal data by law and regulation and have increased enforcement actions for violations of privacy and data protection requirements. California recently enacted legislation, the California Consumer Privacy Act (“CCPA”) that will, among other things, require covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information, which became effective January 1, 2020. While we believe that we are not a covered entity under the law, the effects of the CCPA potentially are significant, however, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. We may also from time to time be subject to, or face assertions that we are subject to, additional obligations relating to personal data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices. Washington and Massachusetts have also introduced significant privacy bills and Congress is debating federal privacy legislation, which if passed, may restrict our business operations and require us to incur additional costs for compliance.

  

The European Commission also approved and adopted the General Data Protection Regulation (“GDPR”), its data protection law, which took effect in May 2018. A Data Protection Act substantially implementing the GDPR was enacted in the U.K., effective in May 2018. These data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed, and transmitted in or from the relevant jurisdiction. We stopped hosting websites in GDPR-complaint countries or countries from which the bulk of business came from countries subject to GDPR. We also took steps to block those countries from accessing any other sites we host. While we do not currently provide services in countries where compliance would be required and are therefore not required to be compliant, if we did provide those services or otherwise were required to become complaint, implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows.

 

Additionally, media coverage of data breaches has escalated, in part because of the increased number of enforcement actions, investigations, and lawsuits. As this focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs resulting from compliance with or any failure to comply with applicable legal requirements, conflicts among these legal requirements, or differences in approaches to privacy.

 

 
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We face risks in our sales to certain market segments including, but not limited to, sales subject to HIPAA Regulations.

 

We have sold and will continue to attempt to sell to certain customer segments which may have requirements for additional privacy or security. In addition, sales may be made to customers that are subject to additional security requirements. Selling into segments with additional requirements increases potential liability which in some instances may be unlimited. While the Company believes it meets or exceeds all requirements for sales into such segments, there is no assurance that the Company systems fully comply with all requirements. Our customers can use our services to store contact and other personal or identifying information, and to process, transmit, receive, store and retrieve a variety of communications and messages, including information about their own customers and other contacts. In addition, customers may use our services to store protected health information, or PHI, that is protected under the Health Insurance Portability and Accountability Act, or HIPAA. Noncompliance with laws and regulations relating to privacy and HIPAA may lead to significant fines, penalties or civil liability.

 

Our ability to offer services outside the U.S. is subject to different regulations which may be unknown and uncertain.

 

Regulatory treatment of VoIP providers outside the United States varies from country to country, and local jurisdictions. Many times, the laws are vague, unclear and regulations are not enforced uniformly. We are licensed as a VoIP seller in Canada and are considering expanding to other countries. We also cannot control if our customers take their devices out of the United States and use them abroad. Our resellers may sell to customers who maintain facilities outside the United States. The failure by us or our customers and resellers to comply with laws and regulations could reduce our revenue and profitability. As we expand to additional countries there may be additional regulations that we are required to comply with, the failure to comply or properly assess regulations may subject us to penalties, fines and other actions which could materially affect our business.

 

Examinations by relevant tax authorities may result in material changes in related tax reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets, such as net operating loss carry-forwards.

 

Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related tax reserves for tax positions taken regarding previously filed tax returns will materially change from those recorded in our financial statements. In addition, the outcome of examinations may impact the valuation of certain deferred income tax assets (such as NOL carry-forwards) in future periods. It is not possible to estimate the impact of the amount of such changes, if any, to previously recorded uncertain tax positions.

 

The FCC net neutrality rules have changed. There may be a negative effect to our business going forward as a consequence of those changes.

 

On January 4, 2018, the FCC, released an order that largely repeals rules that the FCC had in place which prevented broadband internet access providers from degrading or otherwise disrupting a broad range of services provisioned over consumers’ and enterprises’ broadband internet access lines. There are efforts in Congress to prevent the order from becoming effective and a number of state attorneys general have filed an appeal of the FCC’s January 4, 2018 order. Many of the largest providers of broadband services, like cable companies and traditional telephone companies, have publicly stated that they will not degrade or disrupt their customers” use of applications and services, like ours. However, there is not guarantee that they will continue to do such. If such providers were to degrade, impair, or block our services, it would negatively impact our ability to provide services to our customers, likely result in lost revenue and profits, and we would incur legal fees in attempting to restore our customers’ access to our services. Broadband internet access providers may also attempt to charge us or our customers additional fees to access services like ours that may result in the loss of customers and revenue, decreased profitability, or increased costs to our offerings that may make our services less competitive. Following the adoption of the January 4, 2018 order, a number of states have passed laws establishing rules similar to those that existed prior to the effective date of the January 4, 2018 order. States have adopted a variety of approaches in attempting to preserve the rules in place prior to the order. We however cannot rely on those laws as there is legal uncertainty as to whether states that have passed such laws have the authority to do so if such laws as they could be interpreted to conflict with the January 4, 2018 order. The U.S. Department of Justice has taken the position that local authorities do not have the authority to contradict the FCC’s January 4, 2018 order. We cannot predict the ultimate outcome of these disputes. President Biden and numerous Senators have criticized the current status of net neutrality, at this time we are not aware if there will be legislation that might reimpose the prior regulations.

  

States are adding regulation for VoIP providers which could increase our costs and change certain aspects of our service.

 

Certain states take the position that offerings by VoIP providers are intrastate and therefore subject to state regulation. We have registered as a competitive local exchange carrier (“CLEC”) in most states; however, our rates are not regulated in the same manner as traditional telephone service providers. Some states are also requiring that we register as a seller of VoIP services even though we have registered as a CLEC. Some states argue that if the beginning and desktop devices of communications are known, and if some of these communications occur entirely within the boundaries of a state, the state can regulate that offering and may therefore add additional taxes or surcharges or regulate rates in a similar matter to traditional telephone service providers. We believe that the FCC has pre-empted states from regulating VoIP providers in the same manner as providers of traditional telecommunications services. We cannot predict how this issue will be resolved or its impact on our business at this time.

 

 
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Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, or similar taxes, and any such assessments could adversely affect our business, financial condition, and results of operations.

 

Jurisdictions in which we do not collect sales, use, value added, or similar taxes on VoIP services or other products may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, interest, or future requirements would adversely affect our financial condition and results of operations. Further, in June 2018, the Supreme Court held in South Dakota v. Wayfair, Inc. that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of Wayfair) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws, and it is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which would adversely impact our business, financial condition, and results of operations.

 

We incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our future operating results.

 

As a public company we incur significant legal, accounting, and other expenses, including costs associated with public company reporting requirements. Our management team and other personnel devote a substantial amount of time complying with SEC, Nasdaq and other public company requirements.

 

The growth of our business may require that we strengthen our financial reporting systems and infrastructure if we fail to do so we may not remain in compliance with Section 404 of the Sarbanes-Oxley Act over internal control over financial reporting. If we fail to maintain compliance, we could be unable to report our financial results timely and accurately or prevent fraud. We may to incur significant expense and devote substantial management effort toward strengthening our systems.

 

From time to time we had been the subject of governmental inquiries and investigations related to our discontinued seminar sales model and business practices that could require us to pay refunds, damages or fines, which could negatively impact our financial results or ability to conduct business. We have received customer complaints and civil actions.

 

From time to time, we received inquiries from federal, national, state, city and local government officials in the various jurisdictions in which we operated. These inquiries had historically been related to our discontinued seminar sales practices. There is still the potential of review of past sales and sales of our current web and telecom services. We respond to these inquiries and have generally been successful in addressing the concerns of these persons and entities, without a formal complaint or charge being made, although there is often no formal closing of the inquiry or investigation. If the ultimate resolution of these or other inquiries or investigations is not in our favor, this may have a material adverse effect on our business or operations, or a formal complaint could be initiated. During the ordinary course of business, we also receive a number of complaints and inquiries from customers, governmental and private entities. In some cases, these complaints and inquiries from agencies and customers have ended up in civil court. We may continue to receive customer and agency claims and actions.

  

We could be liable for breaches of security on our website, fraudulent activities of our users, or the failure of third-party vendors to deliver credit card transaction processing services.

 

We engage in electronic billing and processing of our customers using secure transmission of sometimes confidential information over public networks. We have systems and processes in place that we deem sufficient and industry standard that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches. However, there is no guarantee that such systems and processes will not experience a failure. Our failure to protect against fraud or breaches may subject us to costly breach notification and other mitigation obligations, class action lawsuits, investigations, fines, forfeitures, or penalties from governmental agencies that could adversely affect our operating results. We may be unable to prevent our customers from fraudulently receiving goods and services. Our liability could also increase if a large fraction of transactions using our services involve fraudulent or disputed credit card transactions. We may also experience losses due to customer fraud and theft of service. Customers have, in the past, obtained access to our service without paying for monthly service and international toll calls by unlawfully using fraudulently obtained codes. If our existing anti-fraud procedures are not adequate or effective, consumer fraud and theft of service could have a material adverse effect on our business, financial condition, and operating results.

 

We could experience security breaches in the transmission and analysis of confidential and proprietary information of the consumer, the merchant, or both, as well as our own confidential and proprietary information.

 

Anyone able to circumvent security measures could misappropriate proprietary information or cause interruptions in our operations, as well as the operations of the merchant. We may be required to expend significant capital and other resources to protect against security breaches or to minimize problems caused by security breaches. To the extent that we experience breaches in the security of proprietary information which we store and transmit, our reputation could be damaged, and we could be exposed to a risk of loss or litigation.

 

 
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We collect personal and credit card information from our customers and employees could misuse this information.

 

The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design. We maintain credit card and other personal information in our systems. Due to the sensitive nature of retaining such information we have implemented policies and procedures to preserve and protect our data and our customers’ data against loss, misuse, corruption, misappropriation caused by systems failures, unauthorized access, or misuse. Notwithstanding these policies, we could be subject to liability claims by individuals and customers whose data resides in our databases for the misuse of that information. While the Company believes its systems meet or exceed industry standards, the Company does not believe it is required to meet PCI level 1 compliance and has not certified under that level. Failure to meet PCI compliance levels could negatively impact the Company’s ability to collect and store credit card information which could cause substantial disruption to our business. Notwithstanding the results of this assessment there can be no assurance that payment card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services, which could incur substantial additional costs and could have a material adverse effect on our business.

 

We may incur substantial expenses in defending against third-party patent and trademark infringement claims regardless of their merit.

 

From time to time, parties may assert patent infringement claims against us in the form of letters, lawsuits, and other forms of communication. Third parties may also assert claims against us alleging infringement of copyrights, trademark rights, trade secret rights or other proprietary rights or alleging unfair competition. If there is a determination that we have infringed third-party proprietary rights, we could incur substantial monetary liability and be prevented from using the rights in the future.

 

Risks Related to Our Common Stock

 

Our stock price may be volatile and may decline,

 

The trading price and volume of our common stock is likely to be volatile and could fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

 

actual or anticipated fluctuations in our results of operations due to, among other things, changes in customer demand, pricing, ordering patterns, and unforeseen operating costs;

 

 

announcements with respect to developments, status, and impact on us, our competitors, our constituents, and our suppliers of the COVID-19 global pandemic;

 

 

failure of research analysts to maintain coverage or the ability to get additional coverage, changes in financial estimates or ratings by any research analysts who follow us, or our failure to meet these estimates or the expectations of investors;

     

 

announcements by us or our competitors of significant technical innovations, substantial promotions, price reductions, acquisitions, strategic partnerships or joint ventures.

 

 

changes in operating performance and stock market valuations of other competitive companies generally, or those in the telecommunication and related services industry;

 

 

cyclical fluctuations

 

 

price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole;

 

 

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

 

 

new laws or regulations or new interpretations of existing laws, or regulations applicable to our business;

 

 

any major change in our management;

 

 

lawsuits threatened or filed against us; and

 

 

other events or factors, including those resulting from war, incidents of terrorism, the COVID-19 pandemic or responses to these events.

 

In addition, the market for telecommunication stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The COVID-19 pandemic has also caused significant uncertainty and volatility in global and domestic financial markets and the trading prices for the common stock of technology companies, including us. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, financial condition, and results of operations.

 

 
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Our securities have been thinly traded. An active trading market in our equity securities may cease to exist, which would adversely affect the market price and liquidity of our common stock, in addition our stock price has been subject to fluctuating prices. Our stock price may also be affected by any merger, acquisition, or need for future sales of our common stock or equity-linked securities in the public market.

 

Our common stock is currently traded on the Nasdaq Capital Market. We cannot predict the actions of market makers, investors or other market participants, and can offer no assurances that the market for our securities will be stable. If there is no active trading market in our equity securities, the market price and liquidity of the securities will be adversely affected.

 

The market price of our common stock could decline as a result of a merger, acquisition, or sales of a large number of shares of our common stock in the market or the perception that these sales could occur. Such sales or offerings could lower the market price for our common stock and may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We may issue shares as part of a merger transaction, an acquisition or otherwise sell additional shares of our common stock or equity-linked securities to raise capital. A substantial number of shares of our common stock could be registered and issued. Furthermore, there are substantial amounts of vested stock options which are “in the money” which could be exercised and sold in public markets. The Company continues to expect to issue stock options as part of compensation. The Company further expects to request a new equity incentive plan be to accommodate additional stock options to allow the Company to properly incorporate any mergers or acquisitions. There may be further effect on our stock price upon the vesting and settlement of restricted stock units and performance units. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock or equity-linked securities as in this offering, or the perception that such issuances and sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. Additional dilution will also result as a consequence of shares of common stock sold pursuant to this offering and potential future offerings as well as if outstanding options to acquire shares of our common stock are exercised.

  

We are a “smaller reporting company,” and the reduced disclosure requirements applicable to us as such may make our common shares less attractive to our stockholders and investors.

 

We are a “smaller reporting company” under the federal securities laws and, as such, are subject to scaled disclosure requirements afforded to such companies. For example, as a smaller reporting company, we are subject to reduced executive compensation disclosure requirements. Our stockholders and investors may find our common shares less attractive as a result of our status as a “smaller reporting company” and our reliance on the reduced disclosure requirements afforded to these companies. If some of our stockholders or investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the market price of our common shares may be more volatile.

 

Our actual operating results may not meet expectations, which could likely cause our stock price to decline.

 

We have historically not provided guidance in our earnings releases, earnings conference calls, or otherwise. Management in the future may change this policy and provide future guidance. If given, this guidance, which will include forward-looking statements, will be based on projections prepared by our management. Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. With or without our guidance, analysts, and other third parties may publish expectations regarding our business, financial condition, and results of operations. We do not accept any responsibility for any projections or reports published by any such third parties. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. If our actual performance does not meet or exceed our guidance or expectations, the trading price of our common stock is likely to decline.

 

Our stock price, volatility and acceptance of our securities may be influenced by the research and reports that securities or industry analysts may publish about us or our business.

 

The Company cannot guarantee if there will be research reports written on the Company. Our stock price may be affected by the ability to get coverage and/or sufficient coverage. If coverage is initiated and/or if one or more of current or future analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts after issuing coverage ceases coverage of the Company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. Furthermore, such analysts publish their own projections regarding our actual results. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if we fail to meet analysts’ projections.

 

Lack of sufficient stockholder equity or continued losses from operations could subject us to fail to comply with the listing requirements of the Nasdaq Capital Market, if that occurred, the price of our common stock and our ability to access the capital markets could be negatively impacted, and our business will be harmed.

 

Our common stock is currently listed on the Nasdaq Capital Market. Our stock was previously traded in the over-the-counter market prior to which it was traded on the New York Stock Exchange and failed to maintain the continued listing qualifications. We cannot guarantee that we will always meet Nasdaq listing qualifications. There remains the possibility of future losses. It is possible we may not remain in compliance with the minimum conditions of Nasdaq listing qualifications. Delisting from the Nasdaq Capital Market could negatively affect the trading price of our stock and could also have other negative results, including the potential loss of confidence by suppliers and employees, the failure to attract the interest of institutional investors, and fewer business development opportunities.

 

 
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We may invest or spend the proceeds of our cash both from operations and from past and future offerings in ways with which you may not agree or in ways which may not yield a favorable return.

 

Our management will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase the value of our business, which could cause our stock price to decline. See the section of this prospectus titled “Use of Proceeds.”

 

  Future offerings, acquisitions or mergers could cause substantial dilution of their ownership interest.

 

If the Company undertakes future offerings, or the Company issues stock compensation in an acquisition or merger stockholders will have a dilution in their ownership percentage of stock which may be substantial depending upon the amount of shares which may be required.

  

Our Chief Executive Officer owns a significant amount of our common stock and could exercise substantial corporate control. There may be limited ability to sell the Company absent the consent of the CEO.

 

Steven G. Mihaylo, Chief Executive Officer (“CEO”) of Crexendo, Inc., owns approximately 47% of the outstanding shares of our common stock based on the number of shares outstanding as of December 31, 2021. Mr. Mihaylo has the ability to determine the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, amalgamation, consolidation or sale of all or substantially all of our assets. Mr. Mihaylo may have the ability to control the management and affairs of our Company. As a “control company” it may not be required that the Company maintains a board comprising a majority of independent directors. As a director and officer, Mr. Mihaylo owes a fiduciary duty to our stockholders. As a stockholder, Mr. Mihaylo is entitled to vote his shares, in his own interests, which may not always be in the interests of our stockholders generally. Accordingly, even though certain transactions may be in the best interests of other stockholders, this concentration of ownership may harm the market price of our common stock by, among other things, delaying, deferring or preventing a change in control of our Company, impeding a merger, amalgamation, consolidation, takeover or other business combination involving our Company, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

 

In addition, sales or other dispositions of our shares by Mr. Mihaylo may depress our stock price. Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock, as Mr. Mihaylo is doing in this offering. As additional shares of our common stock become available for resale in the public market, the supply of our common stock will increase, which could result in a decrease in the market price of our common stock.

 

Some of the provisions of our articles of incorporation and bylaws could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares at a premium to the then market price. Our bylaws contain provisions regulating the introduction of business at annual stockholders’ meetings by anyone other than the board of directors. These provisions may have the effect of making it more difficult, delaying, discouraging, preventing or rendering costlier an acquisition or a change in control of our Company.

 

There is no guarantee that Crexendo and NetSapiens will fully integrate operations or that the merger will be accretive. Failure to properly manage the merger could impact our stock price and our future business and financial results.

 

The success of the Merger will depend, in part, on our ability to successfully integrate NetSapiens’ business and operations and fully realize the anticipated benefits and synergies from combining the businesses of Crexendo and NetSapiens. However, to realize these anticipated benefits and synergies, the businesses of Crexendo and NetSapiens must be successfully combined. If we are not able to achieve these objectives following the Merger, the anticipated benefits and synergies of the Merger may not be realized fully or at all or may take longer to realize than expected. Any failure to timely realize these anticipated benefits could have a material adverse effect on our revenues, expenses and operating results.

 

Crexendo and NetSapiens are in the process of combining operations and attempting to implement operational efficiencies, however for the time being the operations are not fully integrated and many facets of the businesses are still being run independently. It is possible that the ongoing integration process could result in the loss of key employees, loss of key customers, decreases in revenues, increases in operating costs, as well as the disruption of each company’s ongoing businesses, any or all of which could limit our ability to achieve the anticipated benefits and synergies of the Merger and have an adverse effect on our operating results. Integration efforts between the two companies could also divert management’s attention and resources, which could also adversely affect our operating results.

 

 
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We are planning to migrate most of Crexendo’s customers to the NetSapiens Communication Platform, the failure to do that efficiently and properly may impact our business revenue and stock price.

 

We are in the process of moving certain Crexendo customers to the NetSapiens communication platform while retaining the Crexendo Ride the Cloud® system. There can be significant cost savings associated with consolidating all customers on one communication platform while maintaining the Crexendo system for redundancies. The failure to properly migrate customers could cause customer service issues which could cause cancellations and loss of revenue. There may be expenses and other difficulties involved in migrating customers, which may cause substantial short-term expenses prior to realizing the anticipated cost savings from primarily operating one system. We may be unable to realize efficiencies of primarily maintaining one communication platform.

  

We have incurred and still have some continuing transaction costs in connection with the Merger. There may be difficulties in combining operations and employee benefits.

 

We have incurred significant costs in connection with the Merger including legal, accounting, financial consulting, and related fees. Certain of these costs may continue particularly in relation to combining benefit and employee programs. There will be costs associated with combining accounting systems, legal, compliance, and employee benefits. The employee benefits provided historically to NetSapiens employees are different than the benefits provided to Crexendo employees. There may be expenses and other difficulties involved in having one set of employee benefit programs. We may incur additional costs to retain key employees. We may lose certain employees who may perceive there is a diminution in value of benefits previously received under the NetSapiens benefits compared to Crexendo benefits. We may also incur fees and costs related to these integration plans. We may be unable to realize efficiencies with the Merger that would allow us, over time, to offset the costs incurred in connection with the Merger.

  

Crexendo and NetSapiens may have difficulty attracting, motivating and retaining executives and other key employees in light of the Merger.

 

While the Merger Agreement provided for covenants attempting to acknowledge NetSapiens employees’ pre-closing services to NetSapiens for benefits eligibility purposes and to provide a similar level of compensation accorded to the NetSapiens employees should they continue their employment with the post-closing business, uncertainty about the effect of the Merger on Crexendo and NetSapiens’ employees remains and may have an adverse effect on Crexendo and NetSapiens and consequently the combined business. This uncertainty may impair Crexendo and NetSapiens’ ability to attract, retain and motivate key personnel for the combined entity. NetSapiens employees may experience uncertainty about their future roles with the combined business. Additionally, NetSapiens officers and employees may own shares of NetSapiens’ common stock and/or have stock option grants and may have received both cash and Crexendo stock and Options to purchase common stock of Crexendo, the payment of which could provide sufficient financial incentive for certain officers and employees to no longer pursue employment with the combined business. If key employees of Crexendo or NetSapiens depart, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees, which could reduce our ability to realize the anticipated benefits of the Merger.

  

Crexendo’s and NetSapiens’ business relationships, including customer relationships, may be subject to disruption due to the Merger.

 

Parties with which Crexendo and NetSapiens do business with may experience uncertainty associated with the Transaction, including with respect to business relationships with Crexendo, NetSapiens or the combined business. Crexendo’s and NetSapiens’ business relationships may be subject to disruption as customers and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Crexendo, NetSapiens or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business.

 

Our public stockholders have and will continue to experience dilution as a consequence of, among other transactions, the issuance of Merger Shares and options to purchase Common Stock of Crexendo as consideration for the Merger. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-closing business.

 

As a consequence of the merger, we have issued an aggregate of 6,462,036 shares of Common Stock and options of Crexendo (including those Common Stock underlying the Exchange Options to be registered on a Form S-8), to the equity holders of NetSapiens. The issuance of Common Stock to the equity holders of NetSapiens pursuant to the Merger Agreement may dilute the equity interests of our existing stockholders and may adversely affect prevailing market prices for our Common Stock. Such dilution could, among other things, limit the ability of our existing stockholders to influence the Company’s management through the election of directors following the closing of the Transaction.

 

 
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The market price of our Common Stock after the Merger may be affected by factors different from those affecting our Common Stock currently. The market price of our Common Stock may decline as a result of the Merger.

 

The businesses of Crexendo and NetSapiens differ and, accordingly, the results of operations and the market price of our Common Stock following the Merger and the combination of the two businesses may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Crexendo and NetSapiens. The market price of our Common Stock may decline as a result of the Merger if, among other things, we are unable to achieve growth in earnings or, if we incur expenses in excess of what is anticipated, or we otherwise fail to achieve anticipated operational efficiencies. The market price also may decline if we do not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by the investment community or if the effect of the Merger on our financial results is not consistent with the expectations of the investment community. There may be substantial selling of stock by shareholders who received shares of Crexendo stock in the merger after the six month lock up period has expired, there may be substantial sale of shares by employees who received Options to purchase common stock in the merger all of which may negatively affect the market price of our Common Stock.

 

We expect to continue to undertake acquisitions, mergers or change to our capital structure to expand our business, which may pose risks to our business and dilute the ownership of our existing stockholders.

 

As part of a potential growth strategy, we expect to continue to attempt to acquire or merge with certain businesses. Whether we realize benefits from any such transactions will depend in part upon the integration of any acquired businesses, the performance of the acquired products, services and capacities of the technologies acquired, as well as the personnel hired in connection therewith. Accordingly, our results of operations could be adversely affected from transaction-related charges, amortization of intangible assets, and charges for impairment of long-term assets. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there can be no assurance that any potential transaction will be successful.

 

In addition, the financing of any acquisition may require us to raise additional funds through public or private sources. Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stockholders. Future acquisitions by us could also result in large and immediate write-offs or assumptions of debt and contingent liabilities, any of which may have a material adverse effect on our consolidated financial position, results of operations, and cash flows.

  

ITEM 2. PROPERTIES

 

Our corporate office consists of approximately 22,000 square feet of office space located at 1615 South 52nd Street, Tempe, Arizona 85281. We also have offices located in La Jolla, California and Reston, Virginia. Our La Jolla office space is located at 1200 Prospect St., Suite 200, La Jolla, California 92037 and our Virginia office space is located at 1875 Campus Commons Drive, Reston, Virginia 20191. We maintain property insurance on the corporate office building and tenant fire and casualty insurance on our assets located in the building in an amount that we deem adequate.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time we receive inquiries from federal, state, city and local government officials as well as the FCC and taxing authorities in the various jurisdictions in which we operate. These inquiries and investigations related primarily to our discontinued seminar operations and concern compliance with various city, county, state, and/or federal regulations involving sales, representations made, customer service, refund policies, services and marketing practices. We respond to these inquiries and have generally been successful in addressing the concerns of these persons and entities, without a formal complaint or charge being made, although there is often no formal closing of the inquiry or investigation. There can be no assurance that the ultimate resolution of these or other inquiries and investigations will not have a material adverse effect on our business or operations, or that a formal complaint will not be initiated. We also receive complaints and inquiries in the ordinary course of our business from both customers and governmental and non-governmental bodies on behalf of customers, and in some cases these customer complaints have risen to the level of litigation. There can be no assurance that the ultimate resolution of these matters will not have a material adverse effect on our business or results of operations.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

 The disclosure required by this item is not applicable

 

 
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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock began trading on the NYSE - MKT on August 16, 2004 under the symbol “IIG.” In May 2011, our stockholders approved an amendment to our Certificate of Incorporation to change our name from “iMergent, Inc.” to “Crexendo, Inc.” The name change was effective May 18, 2011. Our ticker symbol “IIG” on the New York Stock Exchange was changed to “EXE” on May 18, 2011. On January 13, 2015, the Company moved to the OTCQX Marketplace and our ticker symbol was changed to “CXDO”. On July 8, 2020, the Company up listed to The Nasdaq Stock Market keeping our ticker symbol “CXDO”. The following table sets forth the range of high and low sales prices as reported on the OTCQX Marketplace or The Nasdaq Stock Market for the periods indicated.

  

 

 

High

 

 

Low

 

Year Ended December 31, 2021

 

 

 

 

 

 

October to December 2021

 

$6.20

 

 

$4.39

 

July to September 2021

 

 

7.20

 

 

 

5.35

 

April to June 2021

 

 

6.93

 

 

 

4.90

 

January to March 2021

 

 

8.38

 

 

 

5.51

 

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

October to December 2020

 

$8.00

 

 

$5.27

 

July to September 2020

 

 

12.78

 

 

 

5.25

 

April to June 2020

 

 

6.30

 

 

 

4.00

 

January to March 2020

 

 

4.75

 

 

 

3.00

 

 

SECURITY HOLDERS

 

As of December 31, 2021, there were 197 shareholders of record of our common stock. The majority of the shares are held by DTC FAST, a nominee of The Depository Trust Company. This number of record holders does not include beneficial holders whose shares are held in “street name,” meaning that the shares are held for their accounts by brokers or other nominees. In these instances, the brokers or other nominees are included in the number of record holders, but the underlying beneficial holders of the common stock held in “street name” are not.

 

DIVIDENDS

 

There were no dividends declared for the years ended December 31, 2021 and 2020. Subsequent to the year ended December 31, 2021, the Company declared a quarterly cash dividend of $0.005 per common share. The dividend was payable on the 28th of February 2022 to stockholders of record at the close of business on the 18th of February 2022.

 

ISSUER PURCHASES OF EQUITY SEQURITIES

 

None

 

RECENT SALES OF UNREGISTERED SECURITIES

 

 None

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not required.

 

 
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SAFE HARBOR

 

 In addition to historical information, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, risks and uncertainties, including the risk factors set forth in Item 1A. above and the risk factors set forth in this Annual Report. Generally, the words “anticipate”, “expect”, “intend”, “believe” and similar expressions identify forward-looking statements. The forward-looking statements made in this Annual Report are made as of the filing date of this Annual Report with the SEC, and future events or circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to place undue reliance on these statements. We expressly disclaim any obligation to update or alter our forward-looking statements, whether, as a result of new information, future events or otherwise after the date of this document.

   

OVERVIEW

 

Crexendo, Inc. is an award-winning premier provider of Unified Communications as a Service (UCaaS), Call Center as a Service (CCaaS), communication platform software solutions, and collaboration services designed to provide enterprise-class cloud communication solutions to any size business through our business partners, agents, and direct channels. Our solutions currently support over two million end users globally and was recently recognized as the fastest growing UCaaS platform in the United States. The Company has two operating segments, which consist of Cloud Telecommunications Services and Software Solutions.

 

Cloud Telecommunications Services – Our cloud telecommunications services transmit calls using IP or cloud technology, which converts voice signals into digital data packets for transmission over the Internet or cloud. Each of our calling plans provides a number of basic features typically offered by traditional telephone service providers, plus a wide range of enhanced features that we believe offer an attractive value proposition to our customers. This platform enables a user, via a single “identity” or telephone number, to access and utilize services and features regardless of how the user is connected to the Internet or cloud, whether it’s from a desktop device or an application on a mobile device.

 

We generate recurring revenue from our cloud telecommunications and broadband Internet services. Our cloud telecommunications contracts typically have a thirty-six to sixty month term. We may also charge activation and flash fees and the Company generally allocates a portion of the activation fees to the desktop devices, which is recognized at the time of the installation or customer acceptance, and a portion to the service, which is recognized over the contract term using the straight-line method. We also charge other various contracted and non-contracted fees.

 

We generate product revenue and equipment financing revenue from the sale and lease of our cloud telecommunications equipment. Revenues from the sale of equipment, including those from sales-type leases, are recognized at the time of sale or at the inception of the lease, as appropriate.

 

Our Cloud Telecommunications service revenue increased 18% or $2,558,000 to $17,102,000 for the year ended December 31, 2021 as compared to $14,544,000 for the year ended December 31, 2020. Our Cloud Telecommunications product revenue increased 26% or $481,000 to $2,324,000 for the year ended December 31, 2021 as compared to $1,843,000 for the year ended December 31, 2020.

 

Software Solutions – Our software solutions segment derives revenues from three primary sources: software licenses, software maintenance support and professional services. Software and services may be sold separately or in bundled packages. Generally, contracts with customers contain multiple performance obligations, consisting of software and services. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their relative stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the software licenses and professional services. For items that are not sold separately (e.g. additional features) the Company estimates stand-alone selling prices using the adjusted market assessment approach. When we provide a free trial period, we do not begin to recognize recurring revenue until the trial period has ended and the customer has been billed for the services.

 

We generate software license revenue from the sale of perpetual software licenses, term-based software licenses that expire, and Software-as-a-Service (“SaaS”) based software which are referred to as subscription arrangements. The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.

 

 
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We generate subscription and maintenance support revenue from customer support and other supportive services. The Company offers warranties on its products. The warranty period for our licensed software is generally 90 days. Certain of the Company’s warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company also sells separately-priced maintenance service contracts, which qualify as service-type warranties and represent separate performance obligations. The Company does not typically allow and has no history of accepting material product returns. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Subscription and maintenance support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.

  

We generate professional services and other revenue from consulting, technical support, resident engineer services, design services and installation services. Revenue for professional services and other is recognized when the performance obligation is complete and the customer has accepted the performance obligation.

 

Our Software Solutions revenue is included in the results of operations from the acquisition date of June 1, 2021.

 

Results of Consolidated Operations

 

The following discussion of financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto and other financial information included herein this Annual Report.

 

Results of Consolidated Operations (in thousands, except for per share amounts)

 

 

 

Year Ended December 31,

 

Consolidated

 

2021

 

 

2020

 

Service revenue

 

$17,102

 

 

$14,544

 

Software solutions revenue

 

 

8,666

 

 

 

-

 

Product revenue

 

 

2,324

 

 

 

1,843

 

Total revenue

 

 

28,092

 

 

 

16,387

 

Income/(loss) before income taxes

 

 

(2,910)

 

 

1,899

 

Income tax benefit

 

 

465

 

 

 

6,041

 

Net income/(loss)

 

 

(2,445)

 

 

7,940

 

Basic earnings per common share

 

$(0.12)

 

$0.50

 

Diluted earnings per common share

 

$(0.12)

 

$0.46

 

 

 

 

For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Consolidated

 

2021

 

 

2021

 

 

2021

 

 

2021

 

Service revenue

 

$4,139

 

 

$4,327

 

 

$4,325

 

 

$4,311

 

Software solutions revenue

 

 

-

 

 

 

1,012

 

 

 

3,784

 

 

 

3,870

 

Product revenue

 

 

368

 

 

 

440

 

 

 

701

 

 

 

815

 

Total revenue

 

 

4,507

 

 

 

5,779

 

 

 

8,810

 

 

 

8,996

 

Income/(loss) before income taxes

 

 

(839)

 

 

(1,263)

 

 

12

 

 

 

(820)

Income tax benefit/(provision)

 

 

124

 

 

 

260

 

 

 

(137)

 

 

218

 

Net loss

 

 

(715)

 

 

(1,003)

 

 

(125)

 

 

(602)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share (1)

 

$(0.04)

 

$(0.05)

 

$(0.01)

 

$(0.03)

Diluted earnings per common share (1)

 

$(0.04)

 

$(0.05)

 

$(0.01)

 

$(0.03)

 

 
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For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Consolidated

 

2020

 

 

2020

 

 

2020

 

 

2020

 

Service revenue

 

$3,488

 

 

$3,605

 

 

$3,654

 

 

$3,797

 

Product revenue

 

 

379

 

 

 

449

 

 

 

489

 

 

 

526

 

Total revenue

 

 

3,867

 

 

 

4,054

 

 

 

4,143

 

 

 

4,323

 

Income before income taxes

 

 

143

 

 

 

511

 

 

 

134

 

 

 

1,111

 

Income tax benefit/(provision)

 

 

(3)

 

 

(3)

 

 

(3)

 

 

6,050

 

Net income

 

 

140

 

 

 

508

 

 

 

131

 

 

 

7,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share (1)

 

$0.01

 

 

$0.03

 

 

$0.01

 

 

$0.40

 

Diluted earnings per common share (1)

 

$0.01

 

 

$0.03

 

 

$0.01

 

 

$0.37

 

__________

(1) Earnings per common share is computed independently for each of the quarters presented. Therefore, the sums of quarterly earnings per common share amounts do not necessarily equal the total for the twelve month periods presented.

 

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

 

Total Revenue

 

Total revenue consists of service revenue, software solutions revenue and product revenue. The following table reflects our total revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Total revenue

 

$28,092

 

 

$16,387

 

 

$11,705

 

 

 

71%

 

The increase in total revenue for the year is mainly driven by a $8,666,000 contribution from our software solutions segment resulting from the June 1, 2021 acquisition of NetSapiens, Inc., an increase in service revenue of $2,558,000, and an increase in product revenue of $481,000.

 

Income Before Income Taxes

 

The following table reflects our income/(loss) before income taxes for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Income/(loss) before income taxes

 

$(2,910)

 

$1,899

 

 

$(4,809)

 

 

-253%

 

The decrease in income before income tax is primarily due to an increase in operating expenses of $15,506,000, offset by an increase in revenue of $11,705,000 and a decrease in interest expense and other expense of $1,008,000. The increase in operating expenses is primarily related to increases in salaries and benefits, stock compensation expense and acquisition related expenses. During the year ended December 31, 2021 the Company recognized $1,037,000 in one-time acquisition related expenses associated with the NetSapiens and Centric Telecom business acquisitions.

 

 
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Income Tax Benefit/(Provision)

 

The following table reflects our income tax benefit/(provision) for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31, 2021

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Income tax benefit

 

$465

 

 

$6,041

 

 

$(5,576)

 

 

-92%

 

We had pre-tax income/(loss) for the year ended December 31, 2021 and 2020 of $(2,910,000) and $1,899,000, respectively. For the year ended December 31, 2021, we recorded additional valuation allowance of $1,437,000 and for the year ended December 31, 2020, we recorded a valuation allowance release of $7,487,000.

 

Use of Non-GAAP Financial Measures

 

 To evaluate our business, we consider and use non-generally accepted accounting principles (“Non-GAAP”) net income and Adjusted EBITDA as a supplemental measure of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income to be an important indicator of overall business performance because it allows us to evaluate results without the effects of share-based compensation, acquisition related expenses, changes in fair value of contingent consideration and amortization of intangibles. We define EBITDA as U.S. GAAP net income/(loss) before interest income, interest expense, other income and expense, provision for income taxes, and depreciation and amortization. We believe EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define Adjusted EBITDA as EBITDA adjusted for acquisition related expenses, changes in fair value of contingent consideration and share-based compensation. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. We also believe use of Adjusted EBITDA facilitates investors’ use of operating performance comparisons from period to period, as well as across companies.

 

 In our March 21, 2022 earnings press release, as furnished on Form 8-K, we included Non-GAAP net income, EBITDA and Adjusted EBITDA. The terms Non-GAAP net income, EBITDA, and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in analytical tools, and when assessing our operating performance, Non-GAAP net income, EBITDA, and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income/(loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:

 

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

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

 

Reconciliation of Non-GAAP Financial Measures

 

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

 

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

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

 

(In thousands)

 

U.S. GAAP net income/(loss)

 

$(602)

 

$7,161

 

 

$(2,445)

 

$7,940

 

Share-based compensation

 

 

478

 

 

 

246

 

 

 

1,628

 

 

 

623

 

Acquisition related expenses

 

 

(28)

 

 

-

 

 

 

1,037

 

 

 

-

 

Change in fair value of contigent consideration

 

 

126

 

 

 

-

 

 

 

126

 

 

 

-

 

Amortization of intangible assets

 

 

618

 

 

 

23

 

 

 

1,391

 

 

 

92

 

Non-GAAP net income

 

$592

 

 

$7,430

 

 

$1,737

 

 

$8,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.03

 

 

$0.42

 

 

$0.09

 

 

$0.55

 

Diluted

 

$0.02

 

 

$0.39

 

 

$0.07

 

 

$0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

21,792,137

 

 

 

17,877,481

 

 

 

20,275,691

 

 

 

15,767,874

 

Diluted

 

 

26,068,825

 

 

 

19,251,448

 

 

 

23,408,162

 

 

 

17,420,476

 

 

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

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

 

(In thousands)

 

U.S. GAAP net income/(loss)

 

$(602)

 

$7,161

 

 

$(2,445)

 

$7,940

 

Depreciation and amortization

 

 

695

 

 

 

61

 

 

 

1,626

 

 

 

258

 

Interest expense

 

 

20

 

 

 

22

 

 

 

84

 

 

 

76

 

Interest and other expense/(income)

 

 

3

 

 

 

(1,009)

 

 

16

 

 

 

(984)

Income tax provision/(benefit)

 

 

(218)

 

 

(6,050)

 

 

(465)

 

 

(6,041)

EBITDA

 

 

(102)

 

 

185

 

 

 

(1,184)

 

 

1,249

 

Acquisition related expenses

 

 

(28)

 

 

-

 

 

 

1,037

 

 

 

-

 

Change in fair value of contingent consideration

 

 

126

 

 

 

-

 

 

 

126

 

 

 

-

 

Share-based compensation

 

 

478

 

 

 

246

 

 

 

1,628

 

 

 

623

 

Adjusted EBITDA

 

$474

 

 

$431

 

 

$1,607

 

 

$1,872

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The following accounting policies are the most critical in understanding our consolidated financial position, results of operations or cash flows, and that may require management to make subjective or complex judgments about matters that are inherently uncertain.

 

Revenue Recognition

 

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services and excludes any amounts collected on behalf of third parties. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We recognize revenue for delivered elements only when we determine there are no uncertainties regarding customer acceptance. Changes in the allocation of the sales price between delivered and undelivered elements can impact the timing of revenue recognized but does not change the total revenue recognized on any agreement.

  

The consideration (including any discounts) is allocated between separate products and services in a bundle based on their relative stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the products and services. For items that are not sold separately (e.g. additional features) the Company estimates stand-alone selling prices using the adjusted market assessment approach. Professional services revenue includes activation fees and any professional installation services. Installation services are recognized as revenue when the services are completed. The Company generally allocates a portion of the activation fees to the desktop devices, which is recognized at the time of the installation or customer acceptance, and a portion to the service, which is recognized over the contract term using the straight-line method. Our telecommunications services contracts typically have a term of thirty-six to sixty months. When we provide a free trial period, we do not begin to recognize recurring revenue until the trial period has ended and the customer has been billed for the services.

 

 
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Goodwill

 

We have recorded goodwill related to various business acquisitions. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. In each of our acquisitions, the objective of the acquisition was to expand our product offerings and customer base and to achieve synergies related to cross selling opportunities, all of which contributed to the recognition of goodwill. We test goodwill for impairment on an annual basis or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The estimated fair value of the reporting unit is determined using our market capitalization as of our annual impairment assessment date or more frequently if circumstances indicate the goodwill might be impaired. Items that could reasonably be expected to negatively affect key assumptions used in estimating fair value include but are not limited to: sustained decline in our stock price due to a decline in our financial performance due to the loss of key customers, loss of key personnel, emergence of new technologies or new competitors; and decline in overall market or economic conditions leading to a decline in our stock price.

 

Intangible Assets

 

Our intangible assets consist of customer relationships, developed technologies, trademark and trade names. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. We periodically review the estimated useful lives of our intangible assets and review these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset.

 

Deferred Taxes

 

Our provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated for the estimated future tax effects attributable to temporary differences and carryforwards using expected tax rates in effect during the years in which the differences are expected to reverse or the carryforwards are expected to be realized.

 

We currently have net deferred tax assets consisting of net operating loss carryforwards, tax credit carryforwards and deductible temporary differences. Management periodically weighs the positive and negative evidence to determine if it is more likely than not that some or all of the deferred tax assets will be realized. As a result of our recent three years of cumulative pretax income and the weight of all other positive and negative evidence, management determined that it is more likely than not that we will be able to realize $8,883,000 of our deferred tax assets. We released $7,487,000 of our valuation allowance at December 31, 2020. Forecasts and projections of future pretax income are inherently subjective and require management to make assumption or complex judgments about matters that are inherently uncertain.

 

Product Warranty

 

We provide for the estimated cost of product warranties at the time we recognize revenue. We evaluate our warranty obligations on a product group basis. Our standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. We base our estimated warranty obligation upon warranty terms, ongoing product failure rates, and current period product shipments. If actual product failure rates, repair rates or any other post-sales support costs were to differ from our estimates, we would be required to make revisions to the estimated warranty liability. Warranty terms generally last for the duration that the customer has service.

 

Contingent Liabilities

 

Contingent liabilities require significant judgment in estimating potential payouts. Contingent considerations arising from business combinations and asset acquisitions require management to estimate future payouts based on forecasted results, which are highly sensitive to the estimates of discount rates and future revenues. These estimates can change significantly from period to period and are reviewed each reporting period to establish the fair value of the contingent liability.

 

 
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Share-Based Compensation

 

We account for our share-based compensation awards using the fair-value method. The grant date fair value was determined using the Black-Scholes-Merton pricing model. The Black-Scholes-Merton valuation calculation requires us to make key assumptions such as future stock price volatility, expected terms, risk-free rates, and dividend yield. Our expected volatility is derived from our volatility rate as a publicly traded company. The expected term is based on our historical experience. The risk-free interest factor is based on the United States Treasury yield curve in effect at the time of the grant for zero coupon United States Treasury notes with maturities of approximately equal to each grant’s expected term. For the years ended December 31, 2021 and 2020, no dividends were declared or paid, therefore we have assumed a 0% dividend yield. In February 2022, we declared and paid a quarterly cash dividend of $0.005 per common share, therefore we will assume a dividend yield in future periods.

 

We develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. We will continue to use judgment in evaluating the expected term, volatility, and forfeiture rate related to our own share-based awards on a prospective basis, and in incorporating these factors into the model. If our actual experience differs significantly from the assumptions used to compute our share-based compensation cost, or if different assumptions had been used, we may have recorded too much or too little share-based compensation cost.

 

For additional information on use of estimates, see summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements.

 

Segment Operating Results

 

The Company has two operating segments, which consist of Cloud Telecommunications Services and Software Solutions. The information below is organized in accordance with our two reportable segments. Segment operating income is equal to segment net revenue less segment cost of service revenue, cost of software solution revenue, cost of product revenue, sales and marketing, research and development, and general and administrative expenses.

 

Operating Results of our Cloud Telecommunications Services Segment (in thousands):

 

 

 

Year Ended December 31,

 

Cloud Telecommunications Services

 

2021

 

 

2020

 

Service revenue

 

$17,102

 

 

$14,544

 

Product revenue

 

 

2,324

 

 

 

1,843

 

Total revenue

 

 

19,426

 

 

 

16,387

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

5,104

 

 

 

3,837

 

Cost of product revenue

 

 

1,525

 

 

 

1,110

 

Selling and marketing

 

 

5,915

 

 

 

4,153

 

General and administrative

 

 

8,129

 

 

 

5,107

 

Research and development

 

 

1,396

 

 

 

1,189

 

Total operating expenses

 

 

22,069

 

 

 

15,396

 

Operating income/(loss)

 

 

(2,643)

 

 

991

 

Other income/(expense)

 

 

(70)

 

 

908

 

Income/(loss) before tax benefit

 

$(2,713)

 

$1,899

 

  

 
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Quarterly Financial Information

 

 

 

For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Cloud Telecommunications Services

 

2021

 

 

2021

 

 

2021

 

2021

 

Service revenue

 

$4,139

 

 

$4,327

 

 

$4,325

 

 

$4,311

 

Product revenue

 

 

368

 

 

 

440

 

 

 

701

 

 

 

815

 

Total revenue

 

 

4,507

 

 

 

4,767

 

 

 

5,026

 

 

 

5,126

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

1,259

 

 

 

1,347

 

 

 

1,210

 

 

 

1,288

 

Cost of product revenue

 

 

225

 

 

 

286

 

 

 

461

 

 

 

553

 

Selling and marketing

 

 

1,279

 

 

 

1,508

 

 

 

1,487

 

 

 

1,641

 

General and administrative

 

 

2,216

 

 

 

2,167

 

 

 

1,763

 

 

 

1,983

 

Research and development

 

 

350

 

 

 

388

 

 

 

358

 

 

 

300

 

Total operating expenses

 

 

5,329

 

 

 

5,696

 

 

 

5,279

 

 

 

5,765

 

Operating loss

 

 

(822)

 

 

(929)

 

 

(253)

 

 

(639)

Other expense

 

 

(17)

 

 

(19)

 

 

(22)

 

 

(12)

Loss before tax benefit/(provision)

 

$(839)

 

$(948)

 

$(275)

 

$(651)

 

 

 

For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Cloud Telecommunications Services

 

2020

 

 

2020

 

 

2020

 

2020

 

Service revenue

 

$3,488

 

 

$3,605

 

 

$3,654

 

 

$3,797

 

Product revenue

 

 

379

 

 

 

449

 

 

 

489

 

 

 

526

 

Total revenue

 

 

3,867

 

 

 

4,054

 

 

 

4,143

 

 

 

4,323

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

970

 

 

 

908

 

 

 

946

 

 

 

1,013

 

Cost of product revenue

 

 

220

 

 

 

263

 

 

 

314

 

 

 

313

 

Selling and marketing

 

 

1,038

 

 

 

1,062

 

 

 

1,051

 

 

 

1,002

 

General and administrative

 

 

1,188

 

 

 

1,046

 

 

 

1,351

 

 

 

1,522

 

Research and development

 

 

270

 

 

 

244

 

 

 

326

 

 

 

349

 

Total operating expenses

 

 

3,686

 

 

 

3,523

 

 

 

3,988

 

 

 

4,199

 

Operating income

 

 

181

 

 

 

531

 

 

 

155

 

 

 

124

 

Other income/(expense)

 

 

(38)

 

 

(20)

 

 

(21)

 

 

987

 

Income before tax benefit/(provision)

 

$143

 

 

$511

 

 

$134

 

 

$1,111

 

 

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

 

Service Revenue

 

Cloud telecommunications service revenue consists primarily of fees collected for cloud telecommunications services, professional services, interest from sales-type leases, reselling broadband Internet services, administrative fees, website hosting, and web management services. The following table reflects our service revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Service revenue

 

$17,102

 

 

$14,544

 

 

$2,558

 

 

 

18%

  

 
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The increase in service revenue is due to an increase in telecommunications services of $2,170,000, an increase in fees, commissions, and other, recognized over time of $196,000, an increase in one time fees, commissions and other of $149,000, and an increase in sales-type lease interest of $43,000. A substantial portion of Cloud Telecommunications service revenue is generated through thirty-six to sixty month service contracts.

 

Product Revenue

 

Product revenue consists primarily of fees collected from the sale of desktop phone devices and third-party equipment. The following table reflects our product revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Product revenue

 

$2,324

 

 

$1,843

 

 

$481

 

 

 

26%

 

Product revenue fluctuates from one period to the next based on timing of installations. Our typical customer installation is complete within 30-60 days. However, larger enterprise customers can take multiple months, depending on size and the number of locations. Product revenue is recognized when products have been installed and services commence. Additionally, product revenue can fluctuate due to the allocation of discounts or sales promotions across the performance obligations.

 

Backlog

 

Backlog represents the total contract value of all contracts signed, less revenue recognized from those contracts as of December 31, 2021 and 2020. Backlog increased 6%, or $1,610,000 to $30,189,000 as of December 31, 2021 as compared to $28,579,000 as of December 31, 2020. Below is a table which displays the Cloud Telecommunications segment revenue backlog as of December 31, 2021 and 2020, which we expect to recognize as revenue within the next thirty-six to sixty months (in thousands):

 

Cloud Telecommunications Services backlog as of December 31, 2021

 

$30,189

 

Cloud Telecommunications Services backlog as of December 31, 2020

 

$28,579

 

 

Cost of Service Revenue

 

Cost of service revenue consists primarily of fees we pay to third-party telecommunications carriers, broadband Internet providers, software providers, costs related to installations, customer support salaries and benefits, and share-based compensation. The following table reflects our cost of service revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Cost of service revenue

 

$5,104

 

 

$3,837

 

 

$1,267

 

 

 

33%

 

The increase in cost of service revenue was primarily due to an increase in salaries, wages and benefits of $947,000 as a result of an increase in customer support and implementation specialist headcount, an increase in bandwidth costs of $119,000, an increase in professional consulting services of $105,000, an increase in credit card processing fees of $51,000, an increase in fees directly related to the implementation of the new Crexendo VIP platform of $27,000, and an increase in other cost of service revenue of $18,000.

 

 
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Cost of Product Revenue

 

Cost of product revenue consists of the costs associated with desktop phone devices and third-party equipment. The following table reflects our cost of product revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

  

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Cost of product revenue

 

$1,525

 

 

$1,110

 

 

$415

 

 

 

37%

 

The increase is primarily related to the increase in product revenue and an increase in device costs.

 

Selling and Marketing

 

Selling and marketing expenses consist primarily of direct and channel sales representative salaries and benefits, share-based compensation, partner channel commissions, amortization of costs to acquire contracts, travel expenses, lead generation services, trade shows, internal and third-party marketing costs, the production of marketing materials, and sales support software. The following table reflects our selling and marketing expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Selling and marketing

 

$5,915

 

 

$4,153

 

 

$1,762

 

 

 

42%

 

The increase in selling and marketing expense is due to an increase in salaries, wages and benefits of $1,041,000 related to expansion of our sales team and the addition of our chief revenue officer, an increase in commission expense of $346,000 directly related to the increase in revenue, an increase of $147,000 in amortization expense directly related to the Centric Telecom business acquisition customer relationships intangible asset, an increase in travel related costs and tradeshows of $86,000, an increase in sales leads and marketing material fees of $74,000, we incurred $55,000 in marketing related expenses for the rollout of our new Crexendo VIP platform, and an increase in $13,000 of other sales and marketing expense.

 

General and Administrative

 

General and administrative expenses consist of salaries, benefits and stock compensation for executives, administrative personnel, legal, rent, equipment, accounting and other professional services, investor relations, depreciation, amortization of intangibles, and other administrative corporate expenses. The following table reflects our general and administrative expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

General and administrative

 

$8,129

 

 

$5,107

 

 

$3,022

 

 

 

59%

 

The increase in general and administrative expenses is primarily due to an increase in administrative salaries, wages and benefits of $1,385,000 as a result of an increase in headcount, increase in stock compensation, and company-wide salary increases. We incurred $1,028,000 in acquisition related legal, accounting, and other professional services in connection with the NetSapiens acquisition. We invested $183,000 in costs related to maintaining and improving our data center, which includes outside consulting fees, new hardware and software licenses along with the associated depreciation, costs related to our disaster recovery failover solution, and other costs. We incurred $144,000 in costs related to the research and implementation of a new billing platform. There was an increase in the contingent consideration expense associated with the change in fair value of contingent consideration related to the earn-out for the Centric Telecom acquisition of $126,000. There was an increase in corporate insurance costs of $77,000, an increase in rent expense of $43,000, an increase in bank processing fees of $43,000, and an increase in other general and administrative expenses of $43,000, offset by a decrease in stock exchange listing fees of $50,000.

 

Research and Development

 

Research and development expenses primarily consist of salaries and benefits, share-based compensation, and outsourced engineering services related to the development of new cloud telecommunications features and products. The following table reflects our research and development expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Research and development

 

$1,396

 

 

$1,189

 

 

$207

 

 

 

17%

 

The increase in research and development expenses is due to an increase in salaries, wages and benefits of $188,000 as a result of an increase in headcount as we continue to invest in our solution. We also incurred increased costs for maintenance on our mobile applications and other development costs of $20,000.

 

 
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Other Income/(Expense)

 

Other expense primarily relates to interest expense and net foreign exchange gains or losses, offset by credit card cash back rewards. The following table reflects our other expense for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Other income/(expense)

 

$(70)

 

$908

 

 

$(978)

 

 

-108%

 

The decrease in other income is primarily related to the forgiveness of our PPP loan in 2020 of $1.0 million.

 

Operating Results of our Software Solutions Segment (in thousands):

 

 

 

Year Ended December 31,

 

Software Solutions

 

2021

 

 

2020

 

Software solutions revenue

 

$8,666

 

 

$-

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of software solutions revenue

 

 

4,031

 

 

 

-

 

Selling and marketing

 

 

2,345

 

 

 

 

 

General and administrative

 

 

2,457

 

 

 

-

 

Research and development

 

 

-

 

 

 

-

 

Total operating expenses

 

 

8,833

 

 

 

-

 

Operating loss

 

 

(167)

 

 

-

 

Other expense

 

 

(30)

 

 

-

 

Loss before tax benefit

 

$(197)

 

$-

 

 

Quarterly Financial Information

 

 

 

For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Software Solutions

 

2021

 

 

2021

 

 

2021

 

2021

 

Software solutions revenue

 

$-

 

 

$1,012

 

 

$3,784

 

 

$3,870

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software solutions revenue

 

 

-

 

 

 

526

 

 

 

1,675

 

 

 

1,830

 

Selling and marketing

 

 

-

 

 

 

389

 

 

 

798

 

 

 

1,158

 

General and administrative

 

 

-

 

 

 

412

 

 

 

1,005

 

 

 

1,040

 

Research and development

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total operating expenses

 

 

-

 

 

 

1,327

 

 

 

3,478

 

 

 

4,028

 

Operating income/(loss)

 

 

-

 

 

 

(315)

 

 

306

 

 

 

(158)

Other expense

 

 

-

 

 

 

-

 

 

 

(19)

 

 

(11)

Income/(loss) before tax benefit/(provision)

 

$-

 

 

$(315)

 

$287

 

 

$(169)

 

 
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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

  

Software Solutions Revenue

 

Software solutions revenue consists primarily of software license fees, subscription maintenance and support, and professional services. Software licenses are billed by the number of concurrent sessions a Partner has purchased or subscribes to. Subscription maintenance and support is ongoing and provides for software updates and improvements, support for add-on modules, bug fix, and other general maintenance items. Professional services and other revenues consist of professional services such as the installation of software and integration of other modules, training and implementation as well as custom mobile branding. The following table reflects our service revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Software solutions revenue

 

$8,666

 

 

$-

 

 

$8,666

 

 

$-

 

 

Software solutions revenue is included in the results of operations from the acquisition date of June 1, 2021.

 

Cost of Software Solutions Revenue

 

Cost of software solutions revenue consists primarily of salaries and benefits, amortization expense related to the technology, cost of Data Center hosting, third-party software modules and outsourced services required to install and support software solutions. The following table reflects our cost of service revenue for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Cost of software solutions revenue

 

$4,031

 

 

$-

 

 

$4,031

 

 

$-

 

 

Cost of software solutions revenue is included in the results of operations from the acquisition date of June 1, 2021.

 

Backlog

 

Backlog represents the total contract value of all contracts signed, less revenue recognized from those contracts as of December 31, 2021 and 2020. Backlog increased 100%, or $11,528,000 to $11,528,000 as of December 31, 2021 as compared to $0 as of December 31, 2020. Below is a table which displays the Software Solutions segment revenue backlog as of December 31, 2021 and 2020, which we expect to recognize as revenue within the next thirty-six months (in thousands):

 

Software Solutions backlog as of December 31, 2021

 

$11,528

 

Software Solutions backlog as of December 31, 2020

 

$-

 

 

Selling and Marketing

 

Selling and marketing expenses consist primarily of sales and marketing salaries and benefits, commissions, share-based compensation, travel expenses, lead generation services, trade shows, third-party marketing services, the production of marketing materials, and sales support software. The following table reflects our selling and marketing expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Selling and marketing

 

$2,345

 

 

$-

 

 

$2,345

 

 

$-

 

 

Selling and marketing expense is included in the results of operations from the acquisition date of June 1, 2021.

 

General and Administrative

 

General and administrative expenses consist of salaries and benefits for executives, administrative personnel, amortization of intangible asset related to customer lists, legal, rent, equipment, accounting and other professional services, and other administrative corporate expenses. The following table reflects our general and administrative expenses for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

General and administrative

 

$2,457

 

 

$-

 

 

$2,457

 

 

$-

 

 

General and administrative expense is included in the results of operations from the acquisition date of June 1, 2021.

 

 
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LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. We finance our operations primarily through services, software solutions, and product sales to our customers. As of December 31, 2021 and 2020, we had cash and cash equivalents of $7,468,000 and $17,579,000, respectively. Changes in cash and cash equivalents are dependent upon changes in, among other things, working capital items such as contract liabilities, contract costs, accounts payable, accounts receivable, prepaid expenses, and various accrued expenses, as well as purchases of property and equipment, asset acquisitions, business combinations, and changes in our capital and financial structure due to debt repayments and issuances, stock option exercises, sales of equity investments and similar events. We believe that our operations along with existing liquidity sources will satisfy our cash requirements for at least the next 12 months.

 

During the year ended December 31, 2020, the Company completed a public offering in which it issued and sold 2,170,000 shares of common stock at a price to the public of $5.50 per share. The shares sold and issued in the public offering resulted in an aggregate gross offering price of $11,935,000 and net proceeds to the Company were $10,771,000 after deducting underwriting discounts and commissions. The Company intends to utilize the proceeds to fund acquisitions.

 

On January 14, 2021, the Company acquired 100% of the issued and outstanding shares of Centric Telecom, Inc., a provider of telecommunications products, services, and solutions in Northern Virginia. The aggregate purchase price of $3,255,000 consisted of $2,163,000 of cash paid at closing, 46,662 shares of our common stock with an estimated fair value of $346,000 issued at closing, and $746,000 of estimated contingent consideration to be paid out based on annualized revenue recognized during the nine month earn-out period.

 

On June 1, 2021, the Company closed the Merger with NetSapiens, Inc. The transaction was valued at approximately $49.1 million, consisting of $10 million in cash, and approximately $39 million in common stock and stock options. In connection with the closing of the Merger, the Company issued 3,097,309 shares of the Company’s common stock valued at $5.47 per share for common stock consideration of approximately $16.9 million, and 4,482,328 options under the Crexendo, Inc. 2021 Equity Incentive Plan with an aggregate value of $22.1 million, net of the aggregate exercise price of $5.6 million.

 

Operating Activities

 

Cash provided by or used in operating activities is driven by our net loss, the timing of customer collections, as well as the amount and timing of disbursements to our vendors, the amount of cash we invest in personnel, marketing, and infrastructure costs to support the anticipated growth of our business. The following table reflects our net cash provided by/(used in) operating activities for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

 Net cash provided by/(used in) operating activities

 

$(1,006)

 

$647

 

 

$(1,653)

 

 

-255%

 

The net cash used for operations was primarily driven by our net loss for the year ended December 31, 2021 of $(2,664,000), of which $1,037,000 is associated with acquisition related expenses for the Centric Telecom and NetSapiens business acquisitions, an increase in prepaid expenses, an increase in income tax receivable, and a decrease in contract liabilities.

 

Investing Activities

 

Cash provided by or used in investing activities is driven by the purchase of property and equipment, business combinations, and asset acquisitions. The following table reflects our net cash provided by/(used in) investing activities for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Net cash used in investing activities

 

$(9,867)

 

$(921)

 

$(8,946)

 

 

971%

 

 
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During the year ended December 31, 2021, the Company acquired 100% of the issued and outstanding shares of Centric Telecom, Inc., a provider of telecommunications products, services, and solutions in Northern Virginia. The aggregate purchase price of $3,255,000 consisted of $2,163,000 of cash paid at closing, 46,662 shares of our common stock with an estimated fair value of $346,000 issued at closing, and $746,000 of contingent consideration, which was paid out after the earn-out period was over in the fourth quarter of 2021. On June 1, 2021, the Company acquired 100% of the issued and outstanding shares of NetSapiens, Inc. (“NetSapiens”), a provider of a comprehensive suite of unified communications (UC), video conferencing, collaboration & contact center solutions to service providers, servicing over two Million end users around the globe. The aggregate purchase price was approximately $49.1 million, consisting of $10 million in cash, and approximately $39 million in common stock and stock options. In connection with the closing of the Merger, the Company issued 3,097,309 shares of the Company’s common stock valued at $5.47 per share for common stock consideration of approximately $16.9 million, and 4,482,328 options under the Crexendo, Inc. 2021 Equity Incentive Plan with an aggregate value of $22.1 million, net of the aggregate exercise price of $5.6 million.

 

For the year ended December 31, 2020, net cash used in investing activities related to cash used for capital expenditures, primarily for the cash portion of the purchase of the Company’s corporate office building of $500,000. The remaining $2,000,000 of the purchase price was financed through a note payable with a bank. The Company also paid $176,000 under the DoubleHorn customer relationships asset purchase agreement during the year ended December 31, 2020.

 

Financing Activities

 

Cash provided by or used in financing activities is driven by the proceeds from the exercise of options, taxes paid on the net settlement of stock options and RSUs, payment of contingent consideration, proceeds from finance leases and notes payable, repayments made on finance leases and notes payable, and proceeds from the issuance of common stock in connection with an offering. The following table reflects our net cash provided by financing activities for the year ended December 31, 2021, compared to the year ended December 31, 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

Dollar Change

 

 

Percent Change

 

Net cash provided by financing activities

 

$650

 

 

$13,673

 

 

$(13,023)

 

 

-95%

 

Net cash provided by financing activities in the year ended December 31, 2021, primarily relates to cash proceeds from the exercise of stock options of $1,729,000 offset by the payments of employee tax withholdings related to the net settlement of stock options and RSUs of $163,000, and contingent consideration payment of $746,000 related to the Centric business acquisition. Net cash provided by financing activities in the nine months ended September 30, 2020, primarily relates to $8,778,000 of proceeds from the issuance of common stock in connection with an offering and $1,001,000 of cash received pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act. The loan was forgiven in December 2020. We also received cash from the exercise of stock options of $2,043,000.

 

OFF BALANCE SHEET ARRANGEMENTS

 

As of December 31, 2021, we are not involved in any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

 

RELATED PARTY TRANSACTIONS

 

 On January 27, 2020, the Company entered into an agreement to purchase our corporate office building located at 1615 S 52nd St, Tempe, AZ 85281 from a Company that is owned by the major shareholder and CEO of the Company for $2,500,000. The fair value of the building was established by an independent appraisal.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements, see Note 1 to the consolidated financial statements, which is incorporated by reference herein.

 

 
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

Foreign Currency Risk

 

For all periods presented, our sales and operating expenses were predominately denominated in U.S. dollars. We therefore have not had material foreign currency risk associated with sales and cost-based activities. The functional currency of our material operating entities is the U.S. dollar.

 

For the periods presented, we believe the exposure to foreign currency fluctuation from operating expenses is immaterial as the related costs do not constitute a significant portion of our total expenses. As we grow operations, our exposure to foreign currency risk may become more significant.

 

Inflation Risk

 

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

 

 
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

CREXENDO, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

 

 

 

PAGE

 

Report of Independent Registered Public Accounting Firm (Firm ID - 1013)

 

44

 

 

 

 

 

Consolidated Balance Sheets as of December 31, 2021 and 2020

 

46

 

 

 

 

 

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

 

47

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021 and 2020

 

48

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020

 

49

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

 

50

 

 

 

 

 

Notes to Consolidated Financial Statements

 

51

 

 

 

 

 

Schedule II – Valuation and Qualifying Accounts

 

85

 

 

 
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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

Crexendo, Inc.

Tempe, AZ

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Crexendo, Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Revenue Recognition — Refer to Note 2 to the Financial Statements

 

Critical Audit Matter Description

The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple licenses of products and services.

 

 
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Significant judgment is exercised by the Company in determining revenue recognition for these customer agreements, and includes the following:

 

 

·

Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as hard goods and related services that are sold with telephony contracts.

 

·

Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately.

 

·

The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

  

Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer agreements required a high degree of auditor judgment.

 

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s revenue recognition for these customer agreements included the following:

 

 

·

We gained an understanding of internal controls related to the identification of distinct performance obligations, the determination of the timing of revenue recognition, and the relative selling value.

 

·

We evaluated management’s significant accounting policies related to these customer agreements for reasonableness.

 

·

We selected a sample of customer agreements and performed the following procedures:

 

 

o

Obtained and read contract source documents for each selection and other documents that were part of the agreement, if applicable.

 

o

Tested management’s identification of significant terms for completeness, including the identification of distinct performance obligations and relative selling price.

 

o

Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.

 

o

We evaluated the reasonableness of management’s estimate of stand-alone selling prices for products and services that are not sold separately.

 

o

We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

 

Income Taxes — Valuation Allowances on Deferred Tax Assets — Refer to Note 14 to the Financial Statements

 

Critical Audit Matter Description

The Company’s consolidated net deferred tax asset historically included a full valuation allowance, primarily related to the deferred tax assets established for U.S. net operating loss carryforwards. Management records valuation allowances to reduce the carrying value of deferred tax assets to amounts that are more likely than not to be realized. Management assesses existing deferred tax assets by jurisdiction and expectations of the Company’s ability to utilize these tax attributes through a review of past, current and estimated future taxable income, reversals of temporary differences and establishment of tax planning strategies. For the year-ended December 31, 2021, the Company recorded a deferred tax asset of $7,001,000.

 

The principal considerations for our determination that performing procedures relating to the income tax valuation allowance on deferred tax assets is a critical audit matter as there was significant judgment by management when estimating future income. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence relating to future income. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

 

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures to evaluate the valuation allowances on deferred tax assets, among others, included the following:

 

 

·

We gained an understanding of internal controls related to the valuation allowances on deferred tax assets, including controls over the review of management’s analysis by jurisdiction of cumulative income (loss).

 

·

We tested the underlying historical data used in calculating the cumulative income (loss).

 

·

We assessed effects of other events, including past Company transactions.

 

·

We tested management’s estimate of future taxable income, which included evaluating the reasonableness of significant assumptions and appropriateness of available tax planning strategies.

 

·

Utilized professionals with specialized skill and knowledge to assist in evaluating management’s analysis, including cumulative income (loss) as well as the reasonableness of the estimates.

 

Business Combinations – Valuation of Intangible Assets — Refer to Note 4 to the Financial Statements

 

Critical Audit Matter Description

The Company completed the acquisitions of Centric Telecom, Inc. and NetSapiens, Inc. for $3,255,000 and $49,062,000, respectively, (collectively referred to as the “Acquisitions”) and accounted for as business combinations. The acquired intangible assets included trademarks, technology and customer relationships valued at $400,000, $4,900,000 and $18,000,000, respectively. The Company recorded the acquired intangible assets at fair value on the date of acquisition considering a discounted cash flow methodology, a cost approach and relief from royalty method. The methods used to estimate the fair value of acquired intangible assets involve assumptions. The assumptions applied by management in estimating the fair value of acquired intangible assets included income projections and discount rates.

 

The principal considerations for our determination that performing procedures relating to the valuation of intangible assets in the Acquisitions is a critical audit matter are (1) there was a degree in significant auditor judgement and subjectivity in applying procedures to the fair value of the intangible assets acquired due to the judgment by management when developing estimates and (2) audit effort was required relating to the estimates, projections, discount rates, and weighted average cost of capital utilized by the Company. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the conclusions.

 

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures to evaluate the valuation of intangible assets included the following:

 

 

·

We read the purchase agreements used in the underlying acquisitions and utilized by the Company to allocate the purchase price.

 

·

We obtained the valuation reports prepared by management’s third-party expert.

 

·

Utilized professionals with specialized skill and knowledge to evaluate the reasonableness of the methodology, assumptions, including the discount rate and weighted average cost of capital, as compared to their experience and publically available market data.

 

·

Considered the reasonableness of the overall allocation of the total purchase price.

   

 

/s/ Urish Popeck & Co., LLC

 

We have served as the Company’s auditor since 2016.

 

Pittsburgh, PA

March 21, 2022

 

 
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CREXENDO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except par value and share data)

 

 

 

December 31,

 

 

 

2021

 

2020

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$7,468

 

 

$17,579

 

Restricted cash

 

 

-

 

 

 

100

 

Trade receivables, net of allowance for doubtful accounts of $72 as of December 31, 2021 and $21 as of December 31, 2020

 

 

2,177

 

 

 

538

 

Contract assets

 

 

261

 

 

 

159

 

Inventories

 

 

231

 

 

 

504

 

Equipment financing receivables

 

 

332

 

 

 

286

 

Contract costs

 

 

648

 

 

 

421

 

Prepaid expenses

 

 

358

 

 

 

190

 

Income tax receivable

 

 

11

 

 

 

4

 

Other current assets

 

 

74

 

 

 

-

 

Total current assets

 

 

11,560

 

 

 

19,781

 

 

 

 

 

 

 

 

 

 

Long-term equipment financing receivables, net

 

 

942

 

 

 

906

 

Property and equipment, net

 

 

2,989

 

 

 

2,734

 

Deferred income tax assets, net

 

 

986

 

 

 

6,054

 

Operating lease right-of-use assets

 

 

532

 

 

 

1

 

Intangible assets, net

 

 

22,161

 

 

 

252

 

Goodwill

 

 

36,972

 

 

 

272

 

Contract costs, net of current portion

 

 

697

 

 

 

549

 

Other long-term assets

 

 

313

 

 

 

156

 

Total Assets

 

$77,152

 

 

$30,705

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$476

 

 

$56

 

Accrued expenses

 

 

4,904

 

 

 

1,628

 

Finance leases

 

 

110

 

 

 

29

 

Notes payable

 

 

1,873

 

 

 

71

 

Operating lease liabilities

 

 

447

 

 

 

1

 

Income tax payable

 

 

24

 

 

 

-

 

Contract liabilities

 

 

2,738

 

 

 

778

 

Total current liabilities

 

 

10,572

 

 

 

2,563

 

 

 

 

 

 

 

 

 

 

Contract liabilities, net of current portion

 

 

290

 

 

 

450

 

Finance leases, net of current portion

 

 

193

 

 

 

55

 

Notes payable, net of current portion

 

 

-

 

 

 

1,873

 

Operating lease liabilities, net of current portion

 

 

164

 

 

 

-

 

Total liabilities

 

 

11,219

 

 

 

4,941

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001 per share - authorized 5,000,000 shares; none issued

 

 

 

 

 

 

Common stock, par value $0.001 per share - authorized 50,000,000 shares, 22,054,239 shares issued and outstanding as of December 31, 2021 and 17,983,177 shares issued and outstanding as of December 31, 2020

 

 

22

 

 

 

18

 

Additional paid-in capital

 

 

118,432

 

 

 

75,834

 

Accumulated deficit

 

 

(52,533)

 

 

(50,088)

Accumulated other comprehensive income

 

 

12

 

 

 

-

 

Total stockholders' equity

 

 

65,933

 

 

 

25,764

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$77,152

 

 

$30,705

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 
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CREXENDO, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share and share data)

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Service revenue

 

$17,102

 

 

$14,544

 

Software solutions

 

 

8,666

 

 

 

-

 

Product revenue

 

 

2,324

 

 

 

1,843

 

Total revenue

 

 

28,092

 

 

 

16,387

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

5,104

 

 

 

3,837

 

Cost of software solutions

 

 

4,031

 

 

 

-

 

Cost of product revenue

 

 

1,525

 

 

 

1,110

 

Selling and marketing

 

 

8,260

 

 

 

4,153

 

General and administrative

 

 

10,586

 

 

 

5,107

 

Research and development

 

 

1,396

 

 

 

1,189

 

Total operating expenses

 

 

30,902

 

 

 

15,396

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations

 

 

(2,810)

 

 

991

 

 

 

 

 

 

 

 

 

 

Other income/(expense):

 

 

 

 

 

 

 

 

Interest income

 

 

1

 

 

 

3

 

Interest expense

 

 

(84)

 

 

(76)

Extinguishment of PPP debt

 

 

-

 

 

 

1,007

 

Other income/(expense), net

 

 

(17)

 

 

(26)

Total other income/(expense), net

 

 

(100)

 

 

908

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income tax

 

 

(2,910)

 

 

1,899

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

465

 

 

 

6,041

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$(2,445)

 

$7,940

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$(0.12)

 

$0.50

 

Diluted

 

$(0.12)

 

$0.46

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

20,275,691

 

 

 

15,767,874

 

Diluted

 

 

20,275,691

 

 

 

17,420,476

 

 

The accompanying notes are an integral part of the consolidated financial statements.

  

 
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CREXENDO, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Net income/(loss)

 

$(2,445)

 

$7,940

 

Other comprehensive income/(loss), net of tax

 

 

 

 

 

 

 

 

Foreign currency translation gain

 

 

12

 

 

 

-

 

Total other comprehensive income

 

 

12

 

 

 

-

 

Comprehensive income/(loss)

 

$(2,433)

 

$7,940

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 
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CREXENDO, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, January 1, 2020

 

 

14,884,755

 

 

$15

 

 

$62,400

 

 

$(58,028)

 

 

4,387

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

623

 

 

 

-

 

 

 

623

 

Vesting of restricted stock units

 

 

51,606

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of common stock for exercise of stock options

 

 

876,816

 

 

 

1

 

 

 

2,042

 

 

 

-

 

 

 

2,043

 

Issuance of common stock in connection with an offering

 

 

2,170,000

 

 

 

2

 

 

 

10,769

 

 

 

-

 

 

 

10,771

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,940

 

 

 

7,940

 

Balance, December 31, 2020

 

 

17,983,177

 

 

 

18

 

 

 

75,834

 

 

 

(50,088)

 

 

25,764

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

1,628

 

 

 

-

 

 

 

1,628

 

Vesting of restricted stock units

 

 

54,510

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Foreign currency translation adjustment, net of tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12

 

 

 

12

 

Issuance of common stock for exercise of stock options

 

 

872,581

 

 

 

1

 

 

 

1,728

 

 

 

-

 

 

 

1,729

 

Taxes paid on the net settlement of stock options

 

 

-

 

 

 

-

 

 

 

(163)

 

 

-

 

 

 

(163)

Issuance of common stock in connection with business acquisitions

 

 

3,143,971

 

 

 

3

 

 

 

39,405

 

 

 

-

 

 

 

39,408

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,445)

 

 

(2,445)

Balance, December 31, 2021

 

 

22,054,239

 

 

$22

 

 

$118,432

 

 

$(52,521)

 

$65,933

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 
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CREXENDO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands) 

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income/(loss)

 

$(2,445)

 

$7,940

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,626

 

 

 

258

 

Deferred tax asset

 

 

(499)

 

 

(6,054)

Extinguishment of PPP debt

 

 

-

 

 

 

(1,001)

Share-based compensation

 

 

1,628

 

 

 

623

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(501)

 

 

(152)

Contract assets

 

 

(102)

 

 

(137)

Equipment financing receivables

 

 

(82)

 

 

(488)

Inventories

 

 

285

 

 

 

(122)

Contract costs

 

 

(270)

 

 

(155)

Prepaid expenses

 

 

(92)

 

 

(49)

Income tax receivable

 

 

(7)

 

 

-

 

Other assets

 

 

245

 

 

 

(50)

Accounts payable and accrued expenses

 

 

(245)

 

 

20

 

Income tax payable

 

 

24

 

 

 

-

 

Contract liabilities

 

 

(571)

 

 

14

 

Net cash provided by/(used for) operating activities

 

 

(1,006)

 

 

647

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(101)

 

 

(745)

Acquisition of customer relationships, developed technology, and trademarks and trade name

 

 

(9,766)

 

 

(176)

Net cash used for investing activities

 

 

(9,867)

 

 

(921)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Payment of contingent consideration

 

 

(746)

 

 

(54)

Repayments made on finance leases

 

 

(99)

 

 

(32)

Proceeds from notes payable

 

 

-

 

 

 

1,001

 

Repayments made on notes payable

 

 

(71)

 

 

(56)

Proceeds from exercise of options

 

 

1,729

 

 

 

2,043

 

Proceeds from issuance of common stock

 

 

-

 

 

 

10,771

 

Taxes paid on the net settlement of stock options

 

 

(163)

 

 

-

 

Net cash provided by financing activities

 

 

650

 

 

 

13,673

 

Effect of exchange rate changes on cash

 

 

12

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

 

 

(10,211)

 

 

13,399

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE YEAR

 

 

17,679

 

 

 

4,280

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE YEAR

 

$7,468

 

 

$17,679

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash used during the year for:

 

 

 

 

 

 

 

 

Income taxes, net

 

$(15)

 

$(12)

Interest expense

 

$(84)

 

$(70)

Supplemental disclosure of non-cash investing and financing information:

 

 

 

 

 

 

 

 

Stock issued for the acquisition of Centric Telecom

 

$346

 

 

$-

 

Stock issued in connection with the merger with NetSapiens

 

$16,942

 

 

$-

 

Stock options issued in connection with the merger with NetSapiens

 

$22120

 

 

$-

 

Property and equipment financed through finance leases

 

$273

 

 

$-

 

Prepaid assets financed through finance leases

 

$14

 

 

$-

 

Purchase of property and equipment with a note payable

 

$-

 

 

$2,000

 

Adjustment to intangible assets and contingent consideration of customer relationship asset acquisition

 

$-

 

 

$(121)

Extinguishment of PPP debt

 

$-

 

 

$(1,001)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 
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CREXENDO, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

1. Description of Business and Significant Accounting Policies

 

Description of Business – Crexendo, Inc. is incorporated in the state of Nevada. As used hereafter in the notes to consolidated financial statements, we refer to Crexendo, Inc. and its wholly owned subsidiaries, as “we,” “us,” or “our Company.” Crexendo is an award-winning premier provider of cloud communications, UCaaS, call center, collaboration services, and other cloud business services that are designed to provide enterprise-class cloud services to any size business at affordable monthly rates. The Company has two operating segments, which consist of Cloud Telecommunications and Web Services.

 

Basis of Presentation – The consolidated financial statements include the accounts and operations of Crexendo, Inc. and its wholly owned subsidiaries, which include Crexendo Business Solutions, Inc., NetSapiens, LLC, Crexendo Business Solutions of Virginia, Inc., NSHC, Inc., NetSapiens Canada, Inc., NetSapiens International Limited and Crexendo International, Inc. All intercompany account balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements reflect the results of operations, financial position, changes in stockholders’ equity, and cash flows of our Company.

 

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

 

Foreign Currency Translation - The functional currency of our international subsidiaries is the local currency. We translate assets and liabilities of foreign subsidiaries, whose functional currency is their local currency, at exchange rates in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders’ equity as a component of accumulated other comprehensive income (loss).

 

Due to changes in exchange rates between reporting periods and changes in certain account balances, the foreign currency translation adjustment will change from period to period. During the year ended December 31, 2021 and 2020, we recorded foreign currency translation gains/(losses) of $12,000, and $0, respectively, in our statements of comprehensive income (loss).

 

 Cash and Cash Equivalents –  We consider all highly liquid, short-term investments with maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, we had cash and cash equivalents in financial institutions in excess of federally insured limits in the amount of $6,573,000 and $17,175,000, respectively.

 

Restricted Cash – We classified $0 and $100,000 as restricted cash as of December 31, 2021 and 2020, respectively. Cash is restricted for compensating balance requirements on purchasing card agreements. As of December 31, 2021 and 2020, we had restricted cash in financial institutions in excess of federally insured limits in the amount of $0 and $100,000, respectively.

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the balance sheet to the cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Cash and cash equivalents

 

$7,468

 

 

$17,579

 

Restricted cash

 

 

-

 

 

 

100

 

Total cash, cash equivalents, and restricted cash shown in the

 

 

 

 

 

 

 

 

consolidated statement of cash flows

 

$7,468

 

 

$17,679

 

 

Trade Receivables – Trade receivables from our cloud telecommunications services and software solutions segments are recorded at invoiced amounts.

 

Allowance for Doubtful Accounts – The allowance represents estimated losses resulting from customers’ failure to make required payments. The allowance estimate is based on historical collection experience, specific identification of probable bad debts based on collection efforts, aging of trade receivables, customer payment history, and other known factors, including current economic conditions. We believe that the allowance for doubtful accounts is adequate based on our assessment to date, however, actual collection results may differ materially from our expectations.

 

 
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Contract Assets – Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed as of the reporting date. The contract assets are transferred to receivables when the rights become unconditional.

 

Contract Costs – Contract costs primarily relate to incremental commission costs paid to sales representatives and sales leadership as a result of obtaining telecommunications contracts which are recoverable. The Company capitalized contract costs in the amount of $1,345,000 and $970,000 at December 31, 2021 and December 31, 2020, respectively. Capitalized commission costs are amortized based on the transfer of goods or services to which the assets relate which typically range from thirty-six to sixty months, and are included in selling and marketing expenses. During the years ended December 31, 2021 and 2020, the Company amortized $869,000 and $505,000, respectively, and there was no impairment loss in relation to the costs capitalized.

 

Inventory – Finished goods telecommunications equipment inventory is stated at the lower of cost or net realizable value (first-in, first-out method). In accordance with applicable accounting guidance, we regularly evaluate whether inventory is stated at the lower of cost or net realizable value. If net realizable value is less than cost, the write-down is recognized as a loss in earnings in the period in which the excess occurs.

 

Property and Equipment – Depreciation and amortization expense is computed using the straight-line method in amounts sufficient to allocate the cost of depreciable assets over their estimated useful lives ranging from two to thirty-nine years. The cost of leasehold improvements is amortized using the straight-line method over the shorter of the estimated useful life of the asset or the term of the related lease. Land is not depreciable. Depreciable lives by asset group are as follows:

 

Building

39 years

Land

Not depreciated

Computer and office equipment

2 to 5 years

Computer software

3 years

Internal-use software

3 years

Furniture and fixtures

4 years

Leasehold improvements

2 to 5 years

 

Maintenance and repairs are expensed as incurred. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and any related gain or loss on disposition is reflected in the statement of operations.

 

Asset Acquisitions – Periodically we acquire customer relationships that we account for as an asset acquisition and record a corresponding intangible asset that is amortized over its estimated useful life. Any excess of the fair value of the purchase price over the fair value of the identifiable assets and liabilities is allocated on a relative fair value basis. No goodwill is recorded in an asset acquisition. If the fair value of the assets acquired exceeds the initial consideration paid as of the date of acquisition but includes a contingent consideration arrangement and ASC 450 and ASC 815 do not apply to contingent consideration, we analogize to the guidance in ASC 323 on recognizing contingent consideration in the acquisition of an equity method investment. The Company recognizes a liability equal to the lesser of, the maximum amount of contingent consideration or the excess of the fair value of the net assets acquired over the initial cost measurement. In accordance with the requirements of ASC 323 for equity method investments, the Company recognizes any excess of the contingent consideration issued or issuable, over the amount that was initially recognized as a liability, as an additional cost of the asset acquisition. If the amount initially recognized as a liability exceeds the contingent consideration issued or issuable, the entity recognizes that amount as a reduction of the cost of the asset acquisition.

 

Business Acquisitions - We account for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. We include the results of all acquisitions in our consolidated financial statements from the date of acquisition. Acquisition related transaction costs, such as banking, legal, accounting and other costs incurred in connection with an acquisition, are expensed as incurred in general and administrative expenses.

 

 
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Goodwill – Goodwill is tested for impairment using a fair-value-based approach on an annual basis (December 31) and between annual tests if indicators of potential impairment exist.

 

Intangible Assets – Our intangible assets consist of customer relationships, developed technologies, trademarks and trade name. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. We periodically review the estimated useful lives of our intangible assets and review these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset. There was no impairment of intangible assets identified for the years ended December 31, 2021 and 2020.

 

Contract Liabilities – Our contract liabilities consist primarily of advance consideration received from customers for telecommunications contracts. The product and monthly service revenue is recognized on completion of the implementation and the remaining activation fees are reclassified as deferred revenue.

 

Use of Estimates – In preparing the consolidated financial statements, management makes assumptions, estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Specific estimates and judgments include valuation of goodwill and intangible assets in connection with business acquisitions and asset acquisitions, allowances for doubtful accounts, uncertainties related to certain income tax benefits, valuation of deferred income tax assets, valuations of share-based payments, annual incentive bonuses accrual, recoverability of long-lived assets and product warranty liabilities. Management’s estimates are based on historical experience and on our expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our current estimates and those differences may be material.

 

Contingencies – The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, it accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, it records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, it uses the amount that is the low end of such range.

 

Service, Software Solutions and Product Revenue Recognition – Revenue is recognized upon transfer of control of promised services, software solutions or products to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services and excludes any amounts collected on behalf of third parties. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We recognize revenue for delivered elements only when we determine there are no uncertainties regarding customer acceptance. Changes in the allocation of the sales price between delivered and undelivered elements can impact the timing of revenue recognized but does not change the total revenue recognized on any agreement. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. For more detailed information about revenue, see Note 2.

 

Cost of Service Revenue – Cost of service revenue includes cloud telecommunications services. Cloud telecommunications cost of service revenue primarily consists of fees we pay to third-party telecommunications and broadband Internet providers, costs of other third-party services we resell, personnel and travel expenses related to system implementation, and customer service.

 

Cost of Software Solutions Revenue – Cost of software solutions revenue consists primarily of royalties and other fees paid to third parties whose technology or products are sold as part of the Company’s products, direct costs to manufacture and distribute products, direct costs to provide product support and professional support services, direct costs associated with delivery of the Company’s software offerings, and amortization expense related to developed technology intangible assets.

 

Cost of Product Revenue – Cost of product revenue primarily consists of the costs associated with the purchase of desktop devices and other third-party equipment we purchase for resale.

 

Product Warranty – We provide for the estimated cost of product warranties at the time we recognize revenue. We evaluate our warranty obligations on a product group basis. Our standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. We base our estimated warranty obligation upon warranty terms, ongoing product failure rates, and current period product shipments. If actual product failure rates, repair rates or any other post-sales support costs were to differ from our estimates, we would be required to make revisions to the estimated warranty liability. Warranty terms generally last for the duration that the customer has service. For the years ended December 31, 2021 and 2020, actual warranty costs were approximately 1.9% and 1.6% of prior year net product revenue, respectively. The annual warranty provision for the year ended December 31, 2021 and 2020 was approximately 1.9% and 1.8% of current year net product revenue, respectively.

 

 
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Contingent Consideration – Contingent consideration represents deferred business acquisition and asset acquisition consideration to be paid out at some point in the future, typically over a one-year period or less from the acquisition date. Contingent consideration is recorded at the asset acquisition date fair value. Contingent consideration recorded in connection with a business acquisition is reported at fair value each reporting period until the contingency is resolved. Any changes in fair value are recognized in earnings. Contingent consideration recorded in connection with an asset acquisition is not derecognized until the related contingency is resolved and the consideration is paid or becomes payable. If the amount initially recorded as contingent consideration exceeds the amount paid or payable, the Company recognizes that excess amount as a reduction in the cost of the related intangible assets.

 

Public Offering – On September 28, 2020, the Company completed a public offering in which it issued and sold 1,750,000 shares of common stock at a price to the public of $5.50 per share. The shares sold and issued in the public offering resulted in an aggregate gross offering price of $9,625,000. The Company received net proceeds of $8,623,000 after deducting underwriting discounts and commissions of $674,000 and offering expenses of $328,000.

 

On October 21, 2020, the underwriters of the Company’s public offering exercised their option to purchase additional shares of the Company’s common stock to cover sales by the underwriters of a greater number of shares than the total set forth in the filed prospectus for the public offering. The underwriters purchased an additional 420,000 shares of common stock from the Company. The gross proceeds to the Company of the issuance were $2,310,000, and the Company received net proceeds of $2,148,000 after deducting underwriting discounts and commissions.

 

Research and Development – Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses and stock-based compensation and the cost of certain third-party contractors. Research and development costs are expensed as incurred. Costs related to internally developed software are expensed as research and development expense until technological feasibility has been achieved, after which the costs are capitalized.

 

Fair Value Measurements – The fair value of our financial assets and liabilities was determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: 

 

Level 1 — Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

 

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

 

 

·

Quoted prices for similar assets or liabilities in active markets;

 

·

Quoted prices for identical or similar assets in non-active markets;

 

·

Inputs other than quoted prices that are observable for the asset or liability; and

 

·

Inputs that are derived principally from or corroborated by other observable market data.

 

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

 

Lease Obligations – We determine if an agreement is a lease at inception. We evaluate the lease terms to determine whether the lease will be accounted for as an operating or finance lease. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current portion, and operating lease liabilities, net of current portion in our consolidated balance sheets.

 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

A lease that transfers substantially all of the benefits and risks incidental to ownership of property are accounted for as finance leases. At the inception of a finance lease, an asset and finance lease obligation is recorded at an amount equal to the lesser of the present value of the minimum lease payments and the property’s fair market value. Finance lease obligations are classified as either current or long-term based on the due dates of future minimum lease payments, net of interest.

 

 
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Notes Payable – We record notes payable net of any discounts or premiums. Discounts and premiums are amortized as interest expense or income over the life of the note in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period.

 

Income Taxes – We recognize a liability or asset for the deferred tax consequences of all temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. Accruals for uncertain tax positions are provided for in accordance with accounting guidance. Accordingly, we may recognize the tax benefits from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accounting guidance is also provided on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in the financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position, results of operations, and cash flows. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. At December 31, 2020 we determined that we would be able to realize our deferred income tax assets in the future and released $7,487,000 of the valuation allowance.

 

Interest and penalties associated with income taxes are classified as income tax expense in the consolidated statements of operations.

 

Stock-Based Compensation – For equity-classified awards, compensation expense is recognized over the requisite service period based on the computed fair value on the grant date of the award. Equity classified awards include the issuance of stock options and restricted stock units (“RSUs”).

 

Operating Segments – Accounting guidance establishes standards for the way public business enterprises are to report information about operating segments in annual financial statements and requires enterprises to report selected information about operating segments in financial reports issued to stockholders. The Company has reorganized into two operating segments, which consist of cloud telecommunications services and software solutions. The software solutions segment includes the results of operation of NetSapiens, LLC, NSHC, Inc., NetSapiens Canada, Inc., and NetSapiens International Limited. The cloud telecommunications segment includes the results of operations of Crexendo Business Solutions, Inc., Crexendo International, Inc., and Centric Telecom, Inc. We generate over 99% of our total revenue from customers within North America (United States and Canada) and less than 1% of our total revenues from customers in other parts of the world.

 

Significant Customers – No customer accounted for 10% or more of our total revenue for the years ended December 31, 2021 and 2020. No customer accounted for 10% or more of our total trade receivables as of December 31, 2021 and one telecommunications services customer accounted for 11% of total trade accounts receivable as of December 31, 2020.

 

Recently Adopted Accounting PronouncementsIn October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805)–Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in this update require contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The amendments in ASU 2021-08 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We adopted this guidance in October 2021 an applied the amendment to all business combinations that occurred during the year ended December 31, 2021.

 

In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12 to simplify the accounting in ASC 740, Income Taxes. This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures.

 

 
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In August 2018, the FASB issued ASU 2018-13, which removes, modifies and adds to the disclosure requirements on fair value measurements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this updated guidance and delay adoption of the additional disclosures until their effective date. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted ASU 2017-04 effective January 1, 2020. The adoption of this ASU did not have an impact on our condensed consolidated financial statements.

 

Recently Issued Accounting Pronouncements – In June 2016, the FASB issued ASU 2016-13, which requires measurement and recognition of expected credit losses for financial assets held. Following the effective date philosophy for all other entities in ASU 2019-10, which includes smaller reporting companies (SRCs), this guidance is effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. The standard is to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We do not plan to early adopt this ASU. We are in the process of evaluating the potential impact of adopting this new accounting standard on our consolidated financial statements and related disclosures.

 

In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. ASU 2020-06 also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for our fiscal year beginning after December 15, 2021, including interim periods within this fiscal year. This guidance can be applied using either a modified or full retrospective approach. The Company is currently evaluating the impact this ASU will have on the financial statements and related disclosures, as well as the timing of adoption.

 

2. Revenue

 

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product, service, or software solution to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments, see Note 18.

 

Cloud Telecommunications Services Segment

 

Products and services may be sold separately or in bundled packages. The typical length of a contract for service is thirty-six to sixty months. Customers are billed for these services on a monthly basis. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services in a bundle based on their relative stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the desktop devices and telecommunication services. For items that are not sold separately (e.g. additional features) the Company estimates stand-alone selling prices using the adjusted market assessment approach. When we provide a free trial period, we do not begin to recognize recurring revenue until the trial period has ended and the customer has been billed for the services.

 

 
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Desktop Devices – Revenue generated from the sale of telecommunications equipment (desktop devices) is recognized when the customer takes possession of the devices and the cloud telecommunications services begin. The Company typically bills and collects the fees for the equipment upon entering into a contract with a customer. Cash receipts are recorded as a contract liability until implementation is complete and the services begin.

 

Equipment Financing Revenue – Fees generated from renting our cloud telecommunication equipment (IP or cloud telephone desktop devices) through leasing contracts are recognized as revenue based on whether the lease qualifies as an operating lease or sales-type lease. The two primary accounting provisions which we use to classify transactions as sales-type or operating leases are: 1) lease term to determine if it is equal to or greater than 75% of the economic life of the equipment and 2) the present value of the minimum lease payments to determine if they are equal to or greater than 90% of the fair market value of the equipment at the inception of the lease. The economic life of most of our products is estimated to be three years, since this represents the most frequent contractual lease term for our products, and there is no residual value for used equipment. Residual values, if any, are established at the lease inception using estimates of fair value at the end of the lease term. The vast majority of our leases that qualify as sales-type leases are non-cancelable and include cancellation penalties approximately equal to the full value of the lease receivables. Leases that do not meet the criteria for sales-type lease accounting are accounted for as operating leases. Revenue from sales-type leases is recognized upon installation and the interest portion is deferred and recognized as earned. Revenue from operating leases in recognized ratably over the applicable service period.

 

Cloud Telecommunications Services – Cloud telecommunication services include voice, data, collaboration software, broadband Internet access, interest generated from equipment financing revenue, and support for premise based PBX phone systems. The Company recognizes revenue as services are provided in service revenue. Fees generated from reselling broadband Internet access are recognized as revenue net of the costs charged by the third-party service providers. Cloud telecommunications services are billed and paid on a monthly basis. Our telecommunications services contracts typically have a term of thirty-six to sixty months.

 

Fees, Commissions, and Other, Recognized over Time – Includes contracted and non-contracted items such as:

 

 

·

Contracted activation and flash fees – The Company generally allocates a portion of the activation fees to the desktop devices, which is recognized at the time of the installation or customer acceptance, and a portion to the service, which is recognized over the contract term using the straight-line method.

 

·

Non-contracted carrier cost recovery fee – This fee recovers the various costs and expenses that the Company incurs in connection with complying with legal, regulatory, and other requirements, including without limitation federal, state, and local reporting and filing requirements. This fee is assessed as a set percentage of our monthly billing and is recognized monthly.

 

·

Non-contracted administrative fees – Administrative fees are recognized as revenue on a monthly basis.

 

One-Time Fees, Commissions, and OtherIncludes contracted and non-contracted items such as:

 

 

·

Contracted professional service revenue – Professional service revenue includes professional installation services, custom integration, and other professional services. The Company typically bills and collects professional service revenue upon entering into a contract with a customer. Professional service revenue is recognized as revenue when the performance obligations are completed.

 

·

Non-contracted cancellation fees – These cancellation fees relate to remaining contractual term buyout payments in connection with early cancellation and are billed and recognized as revenue upon receipt.

 

·

Other non-contracted fees – These fees include disconnect fees, shipping fees, restocking fees, and porting fees. Other non-contracted fees are recognized as revenue upon receipt of payment.

 

Software Solutions Segment

 

The Software Solutions segment derives revenues from three primary sources: software licenses, software maintenance support and professional services. Software and services may be sold separately or in bundled packages. Generally, contracts with customers contain multiple performance obligations, consisting of software and services. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services in a bundle based on their relative stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the software licenses and professional services. For items that are not sold separately (e.g. additional features) the Company estimates stand-alone selling prices using the adjusted market assessment approach. When we provide a free trial period, we do not begin to recognize recurring revenue until the trial period has ended and the customer has been billed for the services.

 

 
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Software Licenses - The Company’s software licenses typically provide a perpetual right to use the Company’s software. The Company also sells term-based software licenses that expire and Software-as-a-Service (“SaaS”) based software which are referred to as subscription arrangements. The Company does not customize its software nor are installation services required, as the customer has a right to utilize internal resources or a third-party service company. The software is delivered before related services are provided and are functional without professional services or customer support. The Company has concluded that its software licenses are functional intellectual property that are distinct, as the user can benefit from the software on its own. The software license revenue could be recognized upon transfer of control or when the software is made available for download, as this is the point that the user of the software can direct the use of, and obtain substantially all of the remaining benefits from, the functional intellectual property. However, historical experience shows that customers regularly renegotiate the number of licenses during the installation process. Therefore, the Company recognizes revenue from software licenses when the setup is complete. The Company does not recognize software revenue related to the renewal of subscription software licenses earlier than the beginning of the subscription period.

 

 

·

SNAPsolution® - a comprehensive, IP-based platform that provides a broad suite of UC services including hosted Private Branch Exchange (PBX), auto-attendant, call center, conferencing, and mobility. The platform includes a broad range of feature-sets, custom-built to provide unprecedented levels of flexibility, making the solution competitive with the market’s leading players. SNAPsolution includes a full suite of Voice over Internet Protocol (VoIP)/UC features with one low cost universal license, as opposed to pricing each feature individually. The Company licenses its platform based on concurrent sessions, not per seat/per feature. This allows service providers to oversubscribe their networks, driving down the cost per seat as volume increases. As the service provider increases their customer base, they only have to ensure they have sufficient concurrent call licenses to support users across the network. The Company recognizes one-time upfront software license revenue when the software setup is complete.

 

·

SNAPaccel – a Software-as-a-Service (“SaaS”) based software license referred to as subscription arrangements. The Company recognizes revenue as subscriptions are provided in service revenue on a monthly basis.

 

Subscription Maintenance and Support - Subscription maintenance and support revenue includes revenue from maintenance service contracts, customer support, and other supportive services. The Company offers warranties on its products. The warranty period for the Company’s licensed software is generally 90 days. Certain of the Company’s warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company also sells separately-priced maintenance service contracts, which qualify as service-type warranties and represent separate performance obligations. The Company does not typically allow and has no history of accepting material product returns. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. Subscription and maintenance support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.

 

Professional Services and Other - The Company’s professional services include consulting, technical support, resident engineer services, design services and installation services. Revenue from professional services and other is recognized when the performance obligation is complete and the customer has accepted the performance obligation.

 

 Disaggregation of Revenue

 

In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments.

 

 
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Year Ended December 31, 2021

 

Cloud

 

 

Software

 

 

Total

 

(In thousands)

 

Telecommunications

 

 

Solutions

 

 

Reportable

 

 

 

Segment

 

 

Segment

 

 

Segments

 

Major products/services lines

 

 

 

 

 

 

 

 

 

Desktop devices

 

$2,324

 

 

$-

 

 

$2,324

 

Equipment financing revenue

 

 

266

 

 

 

-

 

 

 

266

 

Telecommunications services

 

 

14,764

 

 

 

-

 

 

 

14,764

 

Fees, commissions, and other, recognized over time

 

 

1,661

 

 

 

-

 

 

 

1,661

 

One time fees, commissions and other

 

 

411

 

 

 

-

 

 

 

411

 

Software licenses

 

 

-

 

 

 

2,712

 

 

 

2,712

 

Subscription maintenance and support

 

 

-

 

 

 

5,384

 

 

 

5,384

 

Professional services and other

 

 

-

 

 

 

570

 

 

 

570

 

 

 

$19,426

 

 

$8,666

 

 

$28,092

 

Timing of revenue recognition

 

 

 

 

 

 

 

 

 

 

 

 

Products, services, and fees recognized at a point in time

 

$2,684

 

 

$5,384

 

 

$8,068

 

Products, services, and fees transferred over time

 

 

16,742

 

 

 

3,282

 

 

 

20,024

 

 

 

$19,426

 

 

$8,666

 

 

$28,092

 

 

Year Ended December 31, 2020

 

Cloud

 

 

Software

 

 

Total

 

(In thousands)

 

Telecommunications

 

 

Solutions

 

 

Reportable

 

 

 

Segment

 

 

Segment

 

 

Segments

 

Major products/services lines

 

 

 

 

 

 

 

 

 

Desktop devices

 

$1,843

 

 

$-

 

 

$1,843

 

Equipment financing revenue

 

 

223

 

 

 

-

 

 

 

223

 

Telecommunications services

 

 

12,594

 

 

 

-

 

 

 

12,594

 

Fees, commissions, and other, recognized over time

 

 

1,523

 

 

 

-

 

 

 

1,523

 

One time fees, commissions and other

 

 

204

 

 

 

-

 

 

 

204

 

 

 

$16,387

 

 

$-

 

 

$16,387

 

Timing of revenue recognition

 

 

 

 

 

 

 

 

 

 

 

 

Products and fees recognized at a point in time

 

$2,047

 

 

$-

 

 

$2,047

 

Services and fees transferred over time

 

 

14,340

 

 

 

-

 

 

 

14,340

 

 

 

$16,387

 

 

$-

 

 

$16,387

 

 

Contract balances

 

 The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.

 

 

 

December 31,

 

 

December 31,

 

(In thousands)

 

2021

 

 

2020

 

Receivables, which are included in Trade receivables, net of allowance

 

 

 

 

 

 

for doubtful accounts

 

$2,177

 

 

$538

 

Contract assets

 

 

261

 

 

 

159

 

Contract liabilities

 

 

3,028

 

 

 

1,228

 

 

 
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Significant changes in the contract assets and the contract liabilities balances during the period are as follows:

 

 

 

For the Year Ended

 

 

For the Year Ended

 

(In thousands)

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Contract
Assets

 

 

Contract

Liabilities

 

 

Contract
Assets

 

 

Contract

Liabilities

 

Revenue recognized that was included in the contract liability balance at the beginning of the period

 

$-

 

 

$(1,137)

 

$-

 

 

$(976)
Increase due to cash received, excluding amounts recognized as revenue during the period

 

 

-

 

 

 

2,937

 

 

 

-

 

 

 

990

 

Transferred to receivables from contract assets recognized at the beginning of the period

 

 

(60)

 

 

-

 

 

 

(21)

 

 

-

 

Increase due to additional unamortized discounts

 

 

162

 

 

 

-

 

 

 

158

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction price allocated to the remaining performance obligations

 

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):

 

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026 and thereafter

 

 

Total

 

Desktop devices

 

$172

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$172

 

Telecommunications services

 

$12,421

 

 

 

8,321

 

 

 

5,523

 

 

 

3,015

 

 

 

725

 

 

$30,005

 

Software Solutions

 

$6,789

 

 

 

3,266

 

 

 

1,056

 

 

 

417

 

 

 

-

 

 

$11,528

 

All consideration from contracts with customers is included in the amounts presented above

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. Earnings Per Common Share

 

 Basic net income/(loss) per common share is computed by dividing the net income for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed giving effect to all dilutive common stock equivalents, consisting of common stock options. Diluted net loss per common share for the year ended December 31, 2021 is the same as basic net loss per common share because the common share equivalents were anti-dilutive due to the net loss. The following table sets forth the computation of basic and diluted net income per common share:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Net income/(loss) (in thousands) (A)

 

$(2,445)

 

$7,940

 

 

 

 

 

 

 

 

 

 

Weighted-average share reconciliation:

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding (B)

 

 

20,275,691

 

 

 

15,767,874

 

Dilutive effect of stock-based awards

 

 

-

 

 

 

1,652,602

 

Diluted weighted-average outstanding shares of common stock (C)

 

 

20,275,691

 

 

 

17,420,476

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic (A/B)

 

$(0.12)

 

$0.50

 

Diluted (A/C)

 

$(0.12)

 

$0.46

 

 

 
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For the years ended December 31, 2021 and 2020, respectively, the following potentially dilutive common stock, including awards granted under our equity incentive compensation plans, were excluded from the computation of diluted earnings per share because including them would be anti-dilutive.

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Stock options

 

 

924,742

 

 

 

186,811

 

 

4. Acquisitions

 

NetSapiens, Inc. Merger Agreement

 

On June 1, 2021, the Company acquired 100% of the issued and outstanding shares of NetSapiens, Inc. (“NetSapiens”), a provider of a comprehensive suite of unified communications (UC), video conferencing, collaboration & contact center solutions to service providers, servicing over two million users around the globe. The aggregate purchase price was approximately $49.1 million, consisting of $10 million in cash, and approximately $39 million in common stock and stock options. In connection with the closing of the Merger, the Company issued 3,097,309 shares of the Company’s common stock valued at $5.47 per share for common stock consideration of approximately $16.9 million, and 4,482,328 options under the Crexendo, Inc. 2021 Equity Incentive Plan with an aggregate value of $22.1 million, net of the aggregate exercise price of $5.6 million.

 

(in thousands)

 

 Initial

Valuation

 

 

Adjustments

 

December 31, 

2021

 

Consideration:

 

 

 

 

 

 

 

 

Cash

 

$10,000

 

 

 

 

$10,000

 

Common stock

 

 

16,942

 

 

 

 

 

16,942

 

Stock options

 

 

22,120

 

 

 

 

 

22,120

 

   Total consideration

 

$49,062

 

 

 

 

$49,062

 

 

The acquisition was accounted for under the acquisition method of accounting and the operating results of NetSapiens have been included in our consolidated financial statements as of the closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by us was allocated to NetSapiens net tangible assets and intangible assets based on their estimated fair values as of the acquisition closing date. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The factors contributing to the recognition of goodwill were based upon our conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill, which is non-deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to the customer relationships, developed technology, and trademark and trade name of the acquired business and expected synergies at the time of the acquisition.

 

 
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We retained an independent third-party valuation firm to assist management in our valuation of the acquired assets and liabilities. The following table presents the final allocation of the purchase price for NetSapiens and adjustments made during the period ended December 31, 2021 (in thousands):

 

 

 

 Initial Valuation

 

 

Adjustments

 

 

December 31, 2021

 

Total purchase price

 

$49,062

 

 

 

 

 

$49,062

 

Cash

 

 

1,658

 

 

 

739(b)

 

 

2,397

 

Accounts receivables

 

 

846

 

 

 

107(f)

 

 

953

 

Prepaid expenses

 

 

57

 

 

 

 

 

 

 

57

 

Contract cost

 

 

-

 

 

 

105(f)

 

 

105

 

Other assets

 

 

319

 

 

 

4(c)

 

 

323

 

Property, plant & equipment

 

 

62

 

 

 

(2)(c)

 

 

60

 

Right to use assets

 

 

551

 

 

 

4(d)

 

 

555

 

Deferred tax assets

 

 

2,829

 

 

 

(2,829)(g)

 

 

-

 

Intangible assets acquired (FV)

 

 

21,520

 

 

 

(420)(a)

 

 

21,100

 

Long-term trade receivables, net of current

 

 

-

 

 

 

63(f)

 

 

63

 

Other long-term assets

 

 

84

 

 

 

5(c)

 

 

89

 

    Total identifiable assets

 

 

27,926

 

 

 

 

 

 

 

25,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

438

 

 

 

69(c)

 

 

507

 

Accrued expenses

 

 

2,412

 

 

 

817(b)(c)

 

 

3,229

 

Contract liability

 

 

1,475

 

 

 

732(e)(f)

 

 

2,207

 

Operating lease liability

 

 

379

 

 

 

17(d)

 

 

396

 

Direct financing liability

 

 

17

 

 

 

(17)(d)

 

 

-

 

Contract liability, net of current portion

 

 

629

 

 

 

(629)(e)

 

 

-

 

Direct financing liability, net of current portion

 

 

29

 

 

 

(29)(d)

 

 

-

 

Operating lease liability, net of current portion

 

 

219

 

 

 

30(d)

 

 

249

 

Deferred tax liability

 

 

-

 

 

 

5,033(g)

 

 

5,033

 

    Total liabilities assumed

 

 

5,598

 

 

 

 

 

 

 

11,621

 

    Total goodwill

 

$26,734

 

 

8,247

 

 

$34,981

 

______________

(a) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the refinement of inputs used to calculate the fair value of the customer relationships, developed technology, and Trademarks and trade name intangible assets, with the assistance of an independent third-party valuation firm based on facts and circumstances that existed as of the acquisition date. The adjustment to customer relationships, developed technology, and addition of trademarks and trade name intangible assets was a decrease in the fair value of the intangible asset of $420,000, and an increase to goodwill of $420,000.  As a result of the adjustments to the provisional amounts and estimated useful lives of intangible assets, during the fourth quarter the Company recognized $59,000 less amortization expense in cost of software solutions, $98,000 additional amortization expense in sales and marketing, and $37,000 additional amortization expense in general and administrative in the current period related to the effects that would have been recognized in previous quarters if the measurement period adjustment was recognized as of the date of acquisition.

 

(b) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the delayed settlement of pre-acquisition liabilities resulted in an increase in opening balance sheet cash and accrued liabilities of $739,000, with no impact on goodwill.

 

(c) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to revisions to our estimates for various assets acquired and liabilities assumed resulting in an increase of $9,000 to assets acquired and a increase in liabilities assumed of $147,000 and an increase to goodwill of $140,000.

 

(d) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the adoption of ASC 842, resulting in the reclassification of direct financing lease liabilities as operating lease liabilities, and an increase of $4,000 to the right to use assets balance and an increase of $1,000 to the operating lease liability and a decrease to goodwill of $3,000. 

 

(e) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to revisions to our preliminary estimate of contract liabilities, net of current portion, which were determined to be current liabilities and have been reclassified as current contract liabilities with no impact on goodwill.

 

(f) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the retroactive adoption of ASC 606, resulting in the recording of contract cost of $105,000, an increase to current and long-term accounts receivables of $170,000, an increase in contract liabilities of $103,000 and a decrease to goodwill of $172,000.

 

(g) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to recording of a valuation allowance on the deferred tax assets of $2,829,000, and recording a deferred tax liability of $5,033,000 for the intangible assets acquired and a increase to goodwill of $7,862,000.

 

The fair values of the customer relationships, developed technology, and trademark and trade name were established based upon the income approach. The income approach relies on an estimation of the present value of the future monetary benefits expected to flow to the owner of an asset during its remaining economic life. This approach requires a projection of the cash flow that the asset is expected to generate in the future. The projected cash flow is discounted to its present value using a rate of return, or discount rate that accounts for the time value of money and the degree of risk inherent in the asset. The income approach may take the form of a “relief from royalty” methodology, a cost savings methodology, a “with and without” methodology, or excess earnings methodology, depending on the specific asset under consideration.

 

 
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The customer relationships was valued using the multi-period excess earnings method. The Inherent in the multi-period excess earnings method is the recognition that, in most cases, all of the assets of the business, both tangible and intangible, contribute to the generation of the cash flow of the business and the net cash flows attributable to the subject asset must recognize the support of the other assets which contribute to the realization of the cash flows. This future cash flow was then discounted using an estimated required rate of return for the asset to determine the present value of the future cash flows attributable to the asset. The key assumptions used in valuing the customer relationships, developed technology, and trademarks and trade names acquired are as follows: weighted average cost of capital of 11.0%, tax rate of 25.0%, and estimated economic life of 16 years.

 

The developed technology and trademarks and trade name were valued using the relief from royalty methodology. The relief-from-royalty method was used to value the developed technology and trademarks and trade name acquired from NetSapiens. The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be required to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the completed technology. The market-derived royalty rate is then applied to estimate the royalty savings. The key assumptions used in valuing the developed technology are as follows: royalty rate of 7%, discount rate of 11.0%, tax rate of 25% and estimated average economic life of 6 years. The key assumptions used in valuing the existing trademarks are as follows: royalty rate of 1.0%, discount rate of 11.0%, tax rate of 25% and estimated average economic life of 4 years.

 

The following unaudited pro forma information presents our consolidated results of operations as if NetSapiens, Inc. had been included in our consolidated results since January 1, 2020:

 

 

 

For the Year Ended December 31,

(Unaudited, in thousands)

 

 

 

2021

 

 

2020

 

Revenues

 

$33,408

 

 

$27,837

 

Net income/(loss)

 

 

(13,692)

 

 

7,761

 

Earnings per share

 

$(0.64)

 

$0.41

 

 

The unaudited pro forma financial information is presented for informational purposes only, and may not necessarily reflect the Company’s future results of operations or what the results of operations would have been had the Company owned and operated NetSapiens, Inc. as of January 1, 2020.

 

Acquisition related expenses incurred by us in connection with the NetSapiens acquisition of $970,000 for the year ended December 31, 2021, are recorded within general and administrative expenses in our consolidated statements of operations.

 

Centric Telecom, Inc. Business Acquisition

 

On January 14, 2021, the Company acquired 100% of the issued and outstanding shares of Centric Telecom, Inc., a provider of telecommunications products, services, and solutions in Northern Virginia. The aggregate purchase price of $3,255,000 consisted of $2,163,000 of cash paid at closing, 46,662 shares of our common stock with an estimated fair value of $346,000 issued at closing, and $746,000 of estimated contingent consideration to be paid out based on annualized revenue recognized during the nine month earn-out period. The fair value of the common stock issued as consideration was determined based on the closing market price of the Company’s common stock on the date of the acquisition of $7.42. The aggregate purchase price is subject to customary upward or downward adjustments for Centric Telecom’s net working capital.

 

(in thousands)

 

 Initial Valuation

 

 

Adjustments

 

December 31, 2021

 

Consideration:

 

 

 

 

 

 

 

 

Cash

 

$2,163

 

 

 

 

$2,163

 

Common stock

 

 

346

 

 

 

 

 

346

 

Contingent consideration

 

 

746

 

 

 

 

 

746

 

Total consideration

 

$3,255

 

 

 

 

$3,255

 

   

 
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The acquisition was accounted for under the acquisition method of accounting and the operating results of Centric Telecom have been included in our consolidated financial statements as of the closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by us was allocated to Centric Telecom’s net tangible assets and intangible assets based on their estimated fair values as of the acquisition closing date. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The factors contributing to the recognition of goodwill were based upon our conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill, which is non-deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to the customer relationships of the acquired business and expected synergies at the time of the acquisition.

 

We retained an independent third-party valuation firm to assist management in our valuation of the acquired assets and liabilities. The following table presents the final allocation of the purchase price for Centric Telecom and adjustments made during the period ended December 31, 2021 (in thousands):

 

 

 

Initial Valuation

 

 

 Adjustments

 

 

December 31, 2021

 

Total purchase price

 

$3,255

 

 

 

 

 

$3,255

 

Cash

 

 

7

 

 

 

 

 

 

7

 

Accounts receivables

 

 

122

 

 

 

 

 

 

122

 

Prepaid expenses

 

 

4

 

 

 

 

 

 

4

 

Inventory

 

 

12

 

 

 

 

 

 

12

 

Other assets

 

 

12

 

 

 

 

 

 

12

 

Property, plant & equipment

 

 

57

 

 

 

 

 

 

57

 

Right to use assets

 

 

134

 

 

 

 

 

 

134

 

Intangible assets acquired (FV)

 

 

2,238

 

 

 

(38)(a)

 

 

2,200

 

Other long-term assets

 

 

44

 

 

 

 

 

 

 

44

 

    Total identifiable assets

 

 

2,630

 

 

 

 

 

 

 

2,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

26

 

 

 

 

 

 

 

26

 

Accrued expenses

 

 

187

 

 

 

8(b)

 

 

195

 

Contract liability

 

 

147

 

 

 

 

 

 

 

147

 

Operating lease liability

 

 

118

 

 

 

16(c)

 

 

134

 

Direct financing liability

 

 

20

 

 

 

 

 

 

 

20

 

Deferred tax liability

 

 

-

 

 

 

534(d)

 

 

534

 

    Total liabilities assumed

 

 

498

 

 

 

 

 

 

 

1,056

 

    Total goodwill

 

$1,123

 

 

 

596

 

 

$1,719

 

 

_______________

(a) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the refinement of inputs used to calculate the fair value of the customer relationships intangible asset, with the assistance of an independent third-party valuation firm based on facts and circumstances that existed as of the acquisition date. The adjustment to customer relationships intangible asset was a decrease in the fair value of the intangible asset of $38,000, and an increase to goodwill of $38,000. As a result of the adjustments to the provisional amounts and estimated useful lives of intangible assets, during the fourth quarter the Company recognized $16,000 less amortization expense in sales and marketing in the current period related to the effects that would have been recognized in previous quarters if the measurement period adjustment was recognized as of the date of acquisition.

 

(b) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to recording of pre-acquisition liabilities and resulted in an increase to accrued liabilities of $8,000 and an increase to goodwill of $8,000.

 

(c) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due to the adoption of ASC 842, resulting in an increase of $16,000 to the operating lease liability and an increase to goodwill of $16,000.

 

(d) During the fourth quarter of 2021, we identified measurement period adjustments related to preliminary fair value estimates. The measurement period adjustments were due recording a deferred tax liability of $534,000 for the intangible assets acquired and an increase to goodwill of $534,000.

  

The fair values of the customer relationships was established based upon the income approach. The income approach relies on an estimation of the present value of the future monetary benefits expected to flow to the owner of an asset during its remaining economic life. This approach requires a projection of the cash flow that the asset is expected to generate in the future. The projected cash flow is discounted to its present value using a rate of return, or discount rate that accounts for the time value of money and the degree of risk inherent in the asset. The income approach may take the form of a “relief from royalty” methodology, a cost savings methodology, a “with and without” methodology, or excess earnings methodology, depending on the specific asset under consideration.

 

 
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The customer relationships was valued using the multi-period excess earnings method. The Inherent in the multi-period excess earnings method is the recognition that, in most cases, all of the assets of the business, both tangible and intangible, contribute to the generation of the cash flow of the business and the net cash flows attributable to the subject asset must recognize the support of the other assets which contribute to the realization of the cash flows. This future cash flow was then discounted using an estimated required rate of return for the asset to determine the present value of the future cash flows attributable to the asset. The key assumptions used in valuing the customer relationships acquired are as follows: weighted average cost of capital of 14.0%, tax rate of 25.0%, and estimated economic life of 15 years.

 

Acquisition related expenses incurred by us in connection with the Centric Telecom acquisition of $67,000 for the year ended December 31, 2021, are recorded within general and administrative expenses in our consolidated statements of operations.

 

5. Trade Receivables, net

 

Our trade receivables balance consists of traditional trade receivables. Below is an analysis of our trade receivables as shown on our balance sheet (in thousands):

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Gross trade receivables

 

$2,249

 

 

$559

 

Less: allowance for doubtful accounts

 

 

(72)

 

 

(21)

Trade receivables, net

 

$2,177

 

 

$538

 

 

 

 

 

 

 

 

 

 

Current trade receivables, net

 

$2,177

 

 

$538

 

Long-term trade receivables, net

 

 

-

 

 

 

-

 

Trade receivables, net

 

$2,177

 

 

$538

 

 

6. Prepaid Expenses

 

 Prepaid expenses consisted of the following (in thousands): 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Prepaid corporate insurance

 

$90

 

 

$53

 

Prepaid software services and support

 

 

160

 

 

 

20

 

Prepaid employee insurance premiums

 

 

9

 

 

 

71

 

Nasdaq Listing Fee

 

 

15

 

 

 

-

 

Other prepaid expenses

 

 

84

 

 

 

46

 

Total prepaid assets

 

$358

 

 

$190

 

  

 
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7. Property and Equipment

 

Property and equipment consisted of the following (in thousands):

 

 

 

2021

 

 

2020

 

Building

 

$2,000

 

 

$2,000

 

Land

 

 

500

 

 

 

500

 

Computer and office equipment

 

 

1,854

 

 

 

1,407

 

Computer software

 

 

576

 

 

 

526

 

Internal-use software

 

 

14

 

 

 

14

 

Furniture and fixtures

 

 

75

 

 

 

29

 

Vehicles

 

 

74

 

 

 

-

 

Leasehold improvements

 

 

7

 

 

 

-

 

Less: accumulated depreciation

 

 

(2,111)

 

 

(1,742)

Total property and equipment, net

 

$2,989

 

 

$2,734

 

 

Depreciation expense is included in general and administrative expenses and totaled $235,000 and $166,000 for the years ended December 31, 2021 and 2020, respectively.

 

8. Intangible Assets and Goodwill

 

Acquired intangible assets subject to amortization consist of the following (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Gross

Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

Gross

Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

Customer relationships

 

$19,073

 

 

$(1,619)

 

$17,454

 

 

$1,171

 

 

$(919)

 

$252

 

Developed technologies

 

 

4,900

 

 

 

(528)

 

 

4,372

 

 

 

-

 

 

 

-

 

 

 

-

 

Trademark and trade names

 

 

400

 

 

 

(65)

 

 

335

 

 

 

-

 

 

 

-

 

 

 

-

 

Total acquired intangible assets

 

$24,472

 

 

$(2,311)

 

$22,161

 

 

$1,171

 

 

$(919)

 

$252

 

 

As of December 31, 2021, the weighted average remaining useful life for customer relationships was 15.1 years, developed technologies was 5.4 years, and trademarks and trade names was 3.4 years.

 

Amortization expense for customer relationships intangible assets is included in sales and marketing expenses and totaled $723,000 and $92,000 for the years ended December 31, 2021 and 2020, respectively. Amortization expense for developed technologies intangible assets is included in cost of software solutions revenue and totaled $528,000 and $0 for the years ended December 31, 2021 and 2020, respectively. Amortization expense for trademark and trade name intangible assets is included in general and administrative expenses and totaled $140,000 and $0 for the years ended December 31, 2021 and 2020, respectively.

 

On June 1, 2021, the Company acquired $21,100,000 in intangible assets in connection with the NetSapiens business acquisition. On January 14, 2021, the Company acquired $2,200,000 in intangible assets in connection with the Centric Telecom business acquisition. During the year ended December 31, 2020, we reduced our customer relationships intangible assets by $121,000 due to an adjustment to the total consideration payable under the DoubleHorn customer relationships asset purchase agreement.

 

 
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As of December 31, 2021, annual amortization of definite lived intangible assets, based on existing intangible assets and current useful lives, is estimated to be the following (in thousands):

 

Year ending December 31,

2022

$2,199

2023

2,147

2024

2,057

2025

1,929

2026 and thereafter

13,829

Total

$22,161

 

The following table provides a summary of changes in the carrying amounts of goodwill (in thousands):

 

 

 

Goodwill

 

Balance at December 31, 2020

 

$272

 

Centric Telecom business acquisition

 

 

1,719

 

NetSapiens business acquisition

 

 

34,981

 

Balance at December 31, 2021

 

$36,972

 

 

9. Accrued Expenses

 

Accrued expenses consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Accrued wages and benefits

 

$1,188

 

 

$513

 

Accrued accounts payable

 

 

609

 

 

 

505

 

Accrued sales and telecommunications taxes

 

 

2,487

 

 

 

438

 

Product warranty liability

 

 

50

 

 

 

33

 

Income tax payable

 

 

10

 

 

 

-

 

Other

 

 

560

 

 

 

139

 

Total accrued expenses

 

$4,904

 

 

$1,628

 

 

 
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The changes in aggregate product warranty liabilities for the years ended December 31, 2021 and 2020 were as follows (in thousands):

  

 

 

Warranty

 Liabilities

 

Balance at January 1, 2020

 

$37

 

Accrual for warranties

 

 

33

 

Adjustments related to pre-existing warranties

 

 

(10)

Warranty settlements

 

 

(27)

Balance at December 31, 2020

 

 

33

 

Accrual for warranties

 

 

50

 

Adjustments related to pre-existing warranties

 

 

1

 

Warranty settlements

 

 

(34)

Balance at December 31, 2021

 

$50

 

 

Product warranty expense is included in cost of product revenue and totaled $51,000 and $23,000 for the years ended December 31, 2021 and 2020, respectively.

 

10. Notes Payable

 

Notes payable consists of a short and long-term financing arrangements:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Notes payable

 

$1,873

 

 

$1,944

 

Less: current notes payable

 

 

(1,873)

 

 

(71)

Notes payable, net of current portion

 

$-

 

 

$1,873

 

 

On January 27, 2020, we entered into a Fixed Rate Term Loan Agreement with Bank of America, N.A. to finance Two Million Dollars ($2,000,000) to purchase our corporate office building. The Loan Agreement has a term of seven (7) years with monthly payments of Eleven Thousand Eight Hundred Forty-One and 15/100 Dollars ($11,841.15), including interest at 3.67%, beginning on March 1, 2020, secured by the office building. At December 31, 2021, we were in default of our basic fixed charge coverage ratio and we have classified the note payable as current on our balance sheet.

 

As of December 31, 2021, future principal payments are scheduled as follows (in thousands):

 

Year ending December 31,

 

 

 

2022

 

$1,873

 

2023

 

 

-

 

2024

 

 

-

 

2025

 

 

-

 

2026

 

 

-

 

Thereafter

 

 

-

 

Total

 

$1,873

 

 

 
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11. Fair Value Measurements

 

We have financial instruments as of December 31, 2021 and 2020 for which the fair value is summarized below (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Carrying

Value

 

 

Estimated Fair

Value

 

 

Carrying

Value

 

 

Estimated Fair

Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

$2,177

 

 

$2,177

 

 

$538

 

 

$538

 

Equipment financing receivables

 

 

1,274

 

 

 

1,274

 

 

 

1,192

 

 

 

1,192

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance leases

 

$303

 

 

$303

 

 

$84

 

 

$84

 

Notes payable

 

 

1,873

 

 

 

1,873

 

 

 

1,944

 

 

 

1,944

 

 

We have no liabilities for which fair value is recognized in the balance sheet on a recurring basis as of December 31, 2021 and 2020.

 

In January 2021, the Company recorded $746,000 of contingent consideration in connection with the Centric Telecom business acquisition, to be paid based on the completion of the earn-out period. Upon completion of the earn-out period in October 2021, the Company paid out $746,000 of contingent consideration and additional consideration of $126,000 based on revenue target achievements, which was recorded as general and administrative expenses for the year ended December 31, 2021. During the year ended December 31, 2020, the Company reduced the contingent consideration to be paid based on the completion of the earn-out period by $121,000 and recognized a reduction in the cost of the assets acquired in the DoubleHorn asset acquisition. The progression of the Company’s Level 3 instruments fair valued on a recurring basis for the year ended December 31, 2021 and 2020 are shown in the table below (in thousands):

 

 

 

Asset and Business Acquisition

Contingent Consideration

 

Balance at January 1, 2020

 

$175

 

Cash payments

 

 

(54)

Adjustment

 

 

(121)

Balance at December 31, 2020

 

$-

 

Additions

 

 

746

 

Cash payments

 

 

(746)

Adjustment

 

 

-

 

Balance at December 31, 2021

 

$-

 

 

12. Equity

 

Common Stock

 

Shares of common stock reserved for future issuance as of December 31, 2021 were as follows:

 

Stock-based compensation plans:

 

 

 

Outstanding option awards

 

 

7,047,550

 

Available for future grants

 

 

5,764,231

 

 

 

 

12,811,781

 

 

13. Stock-Based Compensation

 

 We have various incentive stock-based compensation plans that provide for the grant of stock options, restricted stock units (RSUs), and other share-based awards of up to 12,811,781 shares to eligible employees, consultants, and directors. As of December 31, 2021, we had 5,764,231 shares remaining in the plans available to grant.

 

 
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Stock Options

 

The weighted-average fair value of stock options on the date of grant and the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2021 and 2020 using the Black-Scholes option-pricing model were as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Weighted-average fair value of options granted

 

$0.65

 

 

$3.66

 

Expected volatility

 

 

13%

 

 

84%

Expected life (in years)

 

 

0.81

 

 

 

4.30

 

Risk-free interest rate

 

 

0.14%

 

 

0.37%

Expected dividend yield

 

 

0.00%

 

 

0.00%

 

The expected volatility of the options is determined using historical volatilities based on historical stock prices. The expected life of the options granted is based on our historical share option exercise experience. The risk-free interest rate is determined using the yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the option. The Company has not declared any dividends, therefore, it is assumed to be zero.

 

The following table summarizes the stock option activity under the plans for the years ended December 31, 2021 and 2020:

 

 

 

 

 

 

 

 

Weighted-Average

 

Aggregate

 

 

 

Number of

 

 

Weighted-Average

 

 

Remaining

Intrinsic Value

 

 

 

Shares

 

 

Exercise Price

 

 

Contract Life

(in thousands)

 

Outstanding at January 1, 2020

 

 

3,189,160

 

 

$2.60

 

 

3.5 years

 

$1,007

 

Granted

 

 

612,000

 

 

 

5.91

 

 

 

 

 

 

 

Exercised

 

 

(884,974)

 

 

2.35

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(30,725)

 

 

4.43

 

 

 

 

 

 

 

Outstanding at December 31, 2020

 

 

2,885,461

 

 

 

3.36

 

 

3.0 years

 

 

10,310

 

Granted

 

 

5,349,828

 

 

 

-

 

 

 

 

 

 

 

Exercised

 

 

(1,142,330)

 

 

-

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(104,116)

 

 

-

 

 

 

 

 

 

 

Outstanding at December 31, 2021

 

 

6,988,843

 

 

 

2.40

 

 

4.5 years

 

 

19,829

 

Shares vested and expected to vest

 

 

6,836,480

 

 

 

2.40

 

 

4.5 years

 

 

19,819

 

Exercisable as of December 31, 2021

 

 

5,917,757

 

 

 

1.74

 

 

4.0 years

 

 

19,763

 

Exercisable as of December 31, 2020

 

 

2,242,314

 

 

 

2.74

 

 

2.1 years

 

 

9,400

 

 

The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020, was $2,894,000 and $3,061,000, respectively.

 

As of December 31, 2021, the total future compensation expense related to non-vested options not yet recognized in the consolidated statements of operations was approximately $3,987,000 and the weighted-average period over which these awards are expected to be recognized is approximately 2.3 years.

 

Restricted Stock Units:

 

The following table summarizes the RSUs outstanding:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2023

 

 

2024

 

RSUs with service-based vesting conditions

 

 

32,071

 

 

 

7,067

 

 

 

-

 

 

 
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The following table summarizes the RSUs activity under the plans for the years ended December 31, 2021 and 2020:

 

 

 

Number of

 

 

Weighted-Average

 

 

 

Units

 

Fair Value

 

Outstanding at January 1, 2020

 

 

65,008

 

 

$2.25

 

Granted

 

 

100,500

 

 

 

4.25

 

Vested/released

 

 

(51,606)

 

 

3.16

 

Cancelled/forfeited

 

 

(13,391)

 

 

3.38

 

Outstanding at December 31, 2020

 

 

100,511

 

 

 

3.63

 

Granted

 

 

-

 

 

 

-

 

Vested/released

 

 

(56,480)

 

 

3.33

 

Cancelled/forfeited

 

 

(4,893)

 

 

3.79

 

Outstanding at December 31, 2021

 

 

39,138

 

 

 

4.05

 

 

There were no RSUs granted during the year ended December 31, 2021 and the weighted-average grant-date fair value of RSUs granted year ended December 31, 2020 was $4.25.

 

The total intrinsic value of RSUs that vested and were released during the years ended December 31, 2021 and 2020 was $341,000 and $325,000 respectively.

 

As of December 31, 2021, the total future compensation expense related to non-vested RSUs not yet recognized in the consolidated statements of operations was approximately $150,000 and the weighted-average period over which these awards are expected to be recognized is approximately 1.2 years.

 

 The following table summarizes the statement of operations effect of stock-based compensation for the years ended December 31, 2021 and 2020 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Share-based compensation expense by type:

 

 

 

 

 

 

Stock options

 

$1,441

 

 

$453

 

Restricted stock units

 

 

187

 

 

 

170

 

Total cost related to share-based compensation expense

 

$1,628

 

 

$623

 

Share-based compensation expense by financial statement line item:

 

 

 

 

 

 

 

 

Cost of revenue

 

$154

 

 

$82

 

Research and development

 

 

125

 

 

 

71

 

Selling and marketing

 

 

271

 

 

 

88

 

General and administrative

 

 

1,078

 

 

 

382

 

Total cost related to share-based compensation expense

 

$1,628

 

 

$623

 

 

 The tax benefit related to stock compensation expense on net deferred tax assets at December 31, 2021 and 2020 was $178,000 and $507,000, respectively.

 

 
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14. Income Taxes

 

The income tax benefit/(expense) consisted of the following for the years ended December 31, 2021 and 2020 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Current income tax expense:

 

 

 

 

 

 

Federal

 

$-

 

 

$-

 

State and local

 

 

(35)

 

 

(13)

Current income tax expense

 

 

(35)

 

 

(13)

 

 

 

 

 

 

 

 

 

Deferred income tax benefit:

 

 

 

 

 

 

 

 

Federal

 

 

114

 

 

 

4,708

 

State and local

 

 

386

 

 

 

1,346

 

Deferred income tax benefit

 

 

500

 

 

 

6,054

 

 

 

 

 

 

 

 

 

 

Total income tax benefit/(provision)

 

$465

 

 

$6,041

 

 

The income tax provision attributable to income before income tax benefit for the years ended December 31, 2021 and 2020 differed from the amounts computed by applying the U.S. federal statutory tax rate of 21% and 21%, respectively, as a result of the following (in thousands):

  

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

U.S. federal statutory income tax benefit/(expense)

 

$611

 

 

$(399)

Increase in income tax benefit resulting from:

 

 

 

 

 

 

 

 

State and local income tax benefit/(expense), net of federal effect

 

 

227

 

 

 

(1,878)

Change in the valuation allowance for net deferred income tax assets

 

 

(231)

 

 

7,487

 

Stock-based compensation

 

 

71

 

 

 

626

 

Other, net

 

 

(213)

 

 

205

 

Income tax benefit

 

$465

 

 

$6,041

 

  

 
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As of December 31, 2021 and 2020, significant components of net deferred income tax assets and liabilities were as follows (in thousands):

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Deferred income tax assets:

 

 

 

 

 

 

Accrued expenses

 

$242

 

 

$110

 

Deferred revenue

 

 

722

 

 

 

318

 

Net operating loss carry-forwards

 

 

7,230

 

 

 

5,485

 

Stock-based compensation

 

 

178

 

 

 

507

 

Other

 

 

127

 

 

 

285

 

Subtotal

 

 

8,499

 

 

 

6,705

 

Valuation allowance

 

 

(1,498)

 

 

(61)

Total deferred income tax assets

 

 

7,001

 

 

 

6,644

 

 

 

 

 

 

 

 

 

 

Deferred income tax liabilities:

 

 

 

 

 

 

 

 

Property and equipment

 

 

(31)

 

 

(6)

Prepaid expenses and other

 

 

(445)

 

 

(584)

Intangible assets

 

 

(5,539)

 

 

-

 

Total deferred income tax liabilities

 

 

(6,015)

 

 

(590)

 

 

 

 

 

 

 

 

 

Net deferred income tax assets (liabilities)

 

$986

 

 

$6,054

 

 

As of December 31, 2021, we had NOL and research credit carry-forwards for U.S. federal income tax reporting purposes of approximately $27,013,000 and $66,000, respectively. $18,394,000 of the NOLs will begin to expire in 2031 through 2037, and the remaining $8,619,000 of the NOLs will not expire.  The research tax credit will begin to expire in 2039 through 2040.  Approximately $5,323,000 of the NOL carryforwards and $66,000 of the research credit carryforwards relate to the NetSapiens and Centric acquisitions.  These NOLs and research credits carryforwards are subject to the change in ownership rules and limitations under Section 382 discussed below.  The Company is in the process of determining what, if any, of these NOL and research credit carryforwards will be available to offset future taxable income.  With this uncertainty into the utilization of these deferred tax assets we have recorded a valuation allowance of $1,184,000 related to the acquired NOLs and research credits. A valuation allowance of $1,498,000 and $61,000 was recorded against our gross deferred tax asset balance as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2020, we recorded a release of the valuation allowance of $7,487,000, on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized.

 

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, it is more-likely-than-not that such assets will not be realized. In making the assessment under the more-likely-than-not standard, appropriate consideration must be given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods by jurisdiction, unitary versus stand-alone state tax filings, our experience with loss carryforwards expiring unutilized, and all tax planning alternatives that may be available. As of December 31, 2021, management reviewed the weight of all the positive and negative evidence available. Management reviewed positive evidence such as achievement of three years of cumulative pretax income in the U.S. federal tax jurisdiction, projections of future pretax income and the duration of statutory carry-forward periods. As of December 31, 2021 the Company has three years of cumulative pretax income, the achievement of three years of cumulative pretax income is objectively verifiable positive evidence and is considered significant positive evidence. Management also evaluated projections of future pretax income and the duration of statutory carry-forward periods to determine if the NOL carryforwards could be utilized in whole or in part before they expire unutilized. Forecasts and projections of future income are inherently subjective and therefore generally are given less weight, based on the extent to which the assumptions can be objectively verified based on historical experience. Management utilized historical objectively verifiable revenue growth trends and operating expense trends as assumptions for projections of future pretax income and determined that the Company would generate sufficient pre-tax income in future periods to utilize all of our deferred tax assets. Although historical trends utilized in our projections are objectively verifiable we assigned less weight to this positive evidence given the subjective nature of assumptions in projections. The combination of three years of cumulative pretax income and projections of future pretax income was considered significant positive evidence. Management reviewed negative evidence related to experience of credits and loss carryforwards expiring unutilized, and determined that although negative evidence exists, it was not significant evidence, as the current loss carryforwards do not begin to expire until 2031 and therefore risk is minimal. After reviewing the weight of the positive and negative evidence, management determined that there is sufficient positive evidence to conclude that it is more likely than not that deferred taxes of $7,001,000 are realizable. 

 

We also have state NOL and research and development credit carry-forwards of approximately $25,505,000 and $61,000, which expire on specified dates as set forth in the rules of the various states to which the carry-forwards relate.  The company has recorded a valuation allowance of $61,000 against the research and development credit carryforward.  

 

 
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We also have foreign NOL carryforwards of approximately $1,101,000 which will expire on various dates as set forth in the rules of the various countries to which the carryforwards relate.  Due to the uncertainty on the Company’s ability to utilize these NOL carryforwards the company has recorded a valuation allowance against these NOL carryovers of $253,000.

 

During the fiscal year ended June 30, 2002 (our fiscal year was subsequently changed to December 31), we experienced a change in ownership, as defined by the Internal Revenue Code, as amended (the “Code”) under Section 382. A change of ownership occurs when ownership of a company increases by more than 50 percentage points over a three-year testing period of certain stockholders. As a result of this ownership change we determined that our annual limitation on the utilization of our federal pre-ownership change net operating loss (“NOL”) carry-forwards is approximately $461,000 per year. We determined that the Company would only be able to utilize $4,760,000 of our pre-ownership change NOL carry-forwards and will forgo utilizing $14,871,000 of our pre-ownership change NOL carry-forwards as a result of this ownership change. We do not account for forgone NOL carryovers in our deferred tax assets and only account for the NOL carry-forwards that will not expire unutilized as a result of the restrictions of Code Section 382. 

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was signed into law. The new law includes, among other items, a permanent reduction to the U.S. corporate income tax rate from 34% to 21% effective January 1, 2018. As a result of the reduction of the corporate income tax rate to 21%, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. The Company remeasured deferred tax assets and liabilities based on the rates at which they are expected to be utilized in the future. There was no charge to our income tax expense as a result of the reduction in corporate income tax rate.

 

Accounting guidance clarifies the accounting for uncertain tax positions and requires companies to recognize the impact of a tax position in their financial statements, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Although we believe our estimates are reasonable, there can be no assurance that the final tax outcome of these matters will not be different from that which we have reflected in our historical income tax provisions and accruals. Such difference could have a material impact on our income tax provision and operating results in the period in which it makes such determination.

 

The aggregate changes in the balance of unrecognized tax benefits during the years ended December 31, 2021 and 2020 were as follows (in thousands):

 

Balance as of January 1, 2020

 

$-

 

Reductions due to lapsed statute of limitations

 

 

-

 

Balance as of December 31, 2020

 

 

-

 

Reductions due to lapsed statute of limitations

 

 

-

 

Balance as of December 31, 2021

 

$-

 

 

Estimated interest and penalties related to the underpayment or late payment of income taxes are classified as a component of income tax provision in the consolidated statements of operations. There were no accrued interest and penalties as of December 31, 2021 and 2020, respectively.

 

Our U.S. federal income tax returns for fiscal 2018 through 2021 are open tax years. We also file in various states, with few exceptions, we are no longer subject to state income tax examinations by tax authorities for years prior to fiscal 2017.

 

15. Leases

 

Lessee Accounting

 

We determine if an agreement is a lease at inception. We lease office space, data center colocation space, other assets, and office equipment under operating leases. We lease data center equipment, including maintenance contracts and vehicles under finance leases.

 

Operating leases are recorded as right-of-use (“ROU”) assets and lease liabilities on the balance sheet, excluding leases that are less than 12 months. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. The Company’s lease agreements do not contain any variable lease payments, material residual value guarantees or any restrictive covenants. Our lease terms may include options, at our sole discretion, to extend or terminate the lease. At the adoption date of ASC Topic 842, the Company was reasonably certain that we would exercise our option to renew our corporate office building operating lease. Lease expense is recognized on a straight-line basis over the lease term.

 

 
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We previously leased our corporate office building in Tempe, Arizona from a Company that is owned by the major shareholder and CEO of the Company. The building was purchased on January 27, 2020 and the lease was cancelled. Amortization of the ROU assets and operating lease liabilities for the years ended December 31, 2021 and 2020 was $0 and $0, respectively. Rental expense incurred on operating leases for the years ended December 31, 2021 and 2020 was approximately $0 and $25,000, respectively.

 

We leased office space in McLean, Virginia under a non-cancelable operating lease agreement that expired on July 31, 2021. The operating lease contained customary escalation clauses. Rental expense for the years ended December 31, 2021 and 2020 was approximately $56,000 and $0, respectively.

 

We currently lease office space in Reston, Virginia under a non-cancelable operating lease agreement that expires in 2025. The operating lease contains customary escalation clauses. Rental expense for the years ended December 31, 2021 and 2020 was approximately $22,000 and $0, respectively.

 

We currently lease office space in La Jolla, California under a non-cancelable operating lease agreement that expires in 2022. The operating lease contains customary escalation clauses. Rental expense for the years ended December 31, 2021 and 2020 was approximately $210,000 and $0, respectively.

 

We currently lease other assets under multiple operating leases. The leases expire on various dates through 2024 and the interest rates range from 2.81% to 13.00%. The expense is included in cost of product expenses and totaled approximately $63,000 and $0 for the years ended December 31, 2021 and 2020, respectively.

 

We currently lease data center colocation space in Grand Rapids, Michigan, Las Vegas, Nevada and Dallas, Texas under non-cancelable operating lease agreements that expire in 2022. Rental expense for the years ended December 31, 2021 and 2020 was approximately $83,000 and $0, respectively.

 

We have lease agreements with lease and non-lease components, and we account for the lease and non-lease components as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company leases equipment and support under finance lease agreements which extends through 2026. The Company also leases three vehicles under financing agreements. One vehicle lease ended in 2021 and two vehicle leases extend through 2022. The outstanding balance for finance leases was $311,000 and $84,000 as of December 31, 2021 and 2020, respectively. The Company recorded assets classified as property and equipment under finance lease obligations of $486,000 and $129,000 as of December 31, 2021 and 2020, respectively. Related accumulated depreciation totaled $167,000 and $67,000 as of December 31, 2021 and 2020, respectively. The $40,000 in support contracts were classified as a prepaid expense and are being amortized over the service period of 3 years. One support contract expired in January 2021 and the other expires in June 2024. Amortization expense is included in general and administrative expenses and totaled $3,000 and $9,000 for the years ended December 31, 2021 and 2020, respectively. The interest rates on the finance lease obligations range from 1.37% and 6.7% and interest expense was $8,000 and $7,000 for the years ended December 31, 2021 and 2020, respectively.

 

The maturity of operating leases and finance lease liabilities as of December 31, 2021 are as follows:

 

Year ending December 31,

 

Operating

Leases

 

 

Finance

Leases

 

2022

 

$462

 

 

$114

 

2023

 

 

58

 

 

 

96

 

2024

 

 

44

 

 

 

76

 

2025

 

 

-

 

 

 

22

 

2026

 

 

-

 

 

 

3

 

Total minimum lease payments

 

 

564

 

 

 

311

 

Less: amount representing interest

 

 

(32)

 

 

(8)

Present value of minimum lease payments

 

$532

 

 

$303

 

   

 
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Lease term and discount rate

 

December 31,

2021

 

Weighted-average remaining lease term (years)

 

 

 

Operating leases

 

 

1.6

 

Finance leases

 

 

3.0

 

Weighted-average discount rate

 

 

 

 

Operating leases

 

 

10.1%

Finance leases

 

 

3.0%

 

 

 

Year Ended 

December 31,

2021

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

Operating cash flows from operating leases

 

$95

 

Operating cash flows from finance leases

 

 

3

 

Financing cash flows from finance leases

 

 

99

 

 

Lessor Accounting

 

Lessor accounting remained substantially unchanged with the adoption of ASC Topic 842. Crexendo offers its customers lease financing for the lease of our cloud telecommunication equipment (IP or cloud telephone desktop devices). We account for these transactions as sales-type leases. The vast majority of our leases that qualify as sales-type leases are non-cancelable and include cancellation penalties approximately equal to the full value of the lease receivables. Leases that do not meet the criteria for sales-type lease accounting are accounted for as operating leases. Operating lease revenue is classified as product revenue and totaled $204,000 and $0 for the years ended December 31, 2021 and 2020, respectively. Revenue from sales-type leases is recognized upon installation and the interest portion is deferred and recognized as earned. Revenue from operating leases is recognized ratably over the applicable service period.

 

Equipment finance receivables arising from the rental of our cloud telecommunications equipment through sales-type leases, were as follows (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Gross financing receivables

 

$1,822

 

 

$1,774

 

Less: unearned income

 

 

(548)

 

 

(582)

Financing receivables, net

 

 

1,274

 

 

 

1,192

 

Less: current portion of finance receivables, net

 

 

(332)

 

 

(286)

Finance receivables due after one year

 

$942

 

 

$906

 

   

Future minimum lease payments as of December 31, 2021, consisted of the following:

 

Year ending December 31,

 

Lease Receivables

 

2022

 

$669

 

2023

 

 

563

 

2024

 

 

381

 

2025

 

 

164

 

2026 and thereafter

 

 

43

 

Gross equipment financing receivables

 

 

1,820

 

Less: unearned income

 

 

(546)

Equipment financing receivables, net

 

$1,274

 

 

 
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16. Commitments and Contingencies

 

Annual Incentive Bonuses Accrual

 

We utilize incentive bonuses to reward performance achievements and have in place annual target incentive bonuses, payable either in whole or in part, depending on the extent to which the financial performance goals set by the Compensation Committee are achieved. Under our 2021 Profit Sharing Plan, incentive bonuses for all of the participants, including the participating officers excluding the CEO, are determinable based upon three measures of corporate financial performance. The three performance target are; (a) the revenue for the year ended December 31, 2021 must exceed the budgeted revenue approved by the Board; (b) Adjusted EBITDA must exceed the budgeted Adjusted EBITDA approved by the board; (c) the stock price as of December 31, 2021 must exceed target stock price approved by the board. Each performance target is equal to one-third of the annual incentive bonuses. For the year ended December 31, 2021, the Company achieved one of the three performance targets and $175,000 of the annual incentive bonuses was included in accrued expenses in the accompanying balance sheet as of December 31, 2021.

 

17. Employee Benefit Plan

 

We have established a retirement savings plan for eligible employees. The plan allows employees to contribute a portion of their pre-tax compensation in accordance with specified guidelines. For the years ended December 31, 2021 and 2020, we contributed approximately $178,000 and $156,000 to the retirement savings plan, respectively.

 

 
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18. Segments

 

Our chief operating decision maker (who is our Chief Executive Officer) reviews our financial information presented on an operating segment basis for purposes of allocating resources and evaluating our financial performance. Following the merger with NetSapiens, Inc., the Company reorganized into two operating segments, a software solutions operating segment and a cloud telecommunications services operating segment. The cloud telecommunications services segment generates revenue from selling cloud telecommunication services, products, and other internet services. The software solutions segment generates revenue from selling perpetual software licenses and software subscriptions, subscription maintenance and support, and professional services. The Company has two reportable operating segments, which consist of cloud telecommunications services and software solutions. Segment revenue, income/(loss) from operations, other income/(expense) and income/(loss) before income tax provision are as follows (in thousands):

    

 

 

 Year Ended December 31,

 

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

Cloud telecommunications service

 

$19,426

 

 

$16,387

 

Software solutions

 

 

8,666

 

 

 

-

 

Consolidated revenue

 

 

28,092

 

 

 

16,387

 

 

 

 

 

 

 

 

 

 

Income/(loss) from operations:

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(2,643)

 

 

991

 

Software solutions

 

 

(167)

 

 

-

 

Total operating income/(loss)

 

 

(2,810)

 

 

991

 

Other income/(expense), net:

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(70)

 

 

908

 

Software solutions

 

 

(30)

 

 

-

 

Total other income/(expense), net

 

 

(100)

 

 

908

 

Income/(loss) before income tax benefit:

 

 

 

 

 

 

 

 

Cloud telecommunications services

 

 

(2,713)

 

 

1,899

 

Software solutions

 

 

(197)

 

 

-

 

Income/(loss) before income tax benefit

 

$(2,910)

 

$1,899

 

 

Depreciation and amortization was $438,000 and $249,000 for the Cloud telecommunications services segment for the years ended December 31, 2021 and 2020, respectively. Depreciation and amortization was $1,189,000 and $0 for the Software solutions segment for the years ended December 31, 2021 and 2020, respectively.

 

Interest income was $1,000 and $3,000 for the cloud telecommunications services segment for the years ended December 31, 2021 and 2020, respectively. Interest income was $0 and $0 for the software solutions segment for the years ended December 31, 2021 and 2020, respectively.

 

Interest expense was $84,000 and $76,000 for the cloud telecommunications services segment for the years ended December 31, 2021 and 2020, respectively. Interest expense was $0 and $0 for the software solutions segment for the years ended December 31, 2021 and 2020, respectively.

 

 
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19. Quarterly Financial Information (in thousands, unaudited)

 

 

 

For the three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Consolidated

 

2021

 

 

2021

 

 

2021

 

2021

 

Service revenue

 

$4,139

 

 

$4,327

 

 

$4,325

 

 

$4,311

 

Software solutions revenue

 

 

-

 

 

1,012

 

 

3,784

 

 

3,870

 

Product revenue

 

 

368

 

 

 

440

 

 

 

701

 

 

 

815

 

Total revenue

 

 

4,507

 

 

 

5,779

 

 

 

8,810

 

 

 

8,996

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

1,259

 

 

 

1,347

 

 

 

1,210

 

 

 

1,288

 

Cost of software solutions revenue

 

 

-

 

 

 

526

 

 

 

1,675

 

 

 

1,830

 

Cost of product revenue

 

 

225

 

 

 

286

 

 

 

461

 

 

 

553

 

Selling and marketing

 

 

1,279

 

 

 

1,897

 

 

 

2,285

 

 

 

2,799

 

General and administrative

 

 

2,216

 

 

 

2,579

 

 

 

2,768

 

 

 

3,023

 

Research and development

 

 

350

 

 

 

388

 

 

 

358

 

 

 

300

 

Total operating expenses

 

 

5,329

 

 

 

7,023

 

 

 

8,757

 

 

 

9,793

 

Income/(loss) from operations

 

 

(822)

 

 

(1,244)

 

 

53

 

 

 

(797)

Total other income/(expense), net

 

 

(17)

 

 

(19)

 

 

(41)

 

 

(23)

Income/(loss) before income taxes

 

 

(839)

 

 

(1,263)

 

 

12

 

 

 

(820)

Income tax benefit/(provision)

 

 

124

 

 

 

260

 

 

 

(137)

 

 

218

 

Net loss

 

$(715)

 

$(1,003)

 

$(125)

 

$(602)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share (1)

 

$(0.04)

 

$(0.05)

 

$(0.01)

 

$(0.03)

Diluted earnings per common share (1)

 

$(0.04)

 

$(0.05)

 

$(0.01)

 

$(0.03)

       

 
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For the three months ended

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31, 

 

Consolidated

 

2020

 

 

2020

 

 

2020

 

2020

 

Service revenue

 

$3,488

 

 

$3,605

 

 

$3,654

 

 

$3,797

 

Product revenue

 

 

379

 

 

 

449

 

 

 

489

 

 

 

526

 

Total revenue

 

 

3,867

 

 

 

4,054

 

 

 

4,143

 

 

 

4,323

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service revenue

 

 

970

 

 

 

908

 

 

 

946

 

 

 

1,013

 

Cost of product revenue

 

 

220

 

 

 

263

 

 

 

314

 

 

 

313

 

Selling and marketing

 

 

1,038

 

 

 

1,062

 

 

 

1,051

 

 

 

1,002

 

General and administrative

 

 

1,188

 

 

 

1,046

 

 

 

1,351

 

 

 

1,522

 

Research and development

 

 

270

 

 

 

244

 

 

 

326

 

 

 

349

 

Total operating expenses

 

 

3,686

 

 

 

3,523

 

 

 

3,988

 

 

 

4,199

 

Income from operations

 

 

181

 

 

 

531

 

 

 

155

 

 

 

124

 

Total other income/(expense), net

 

 

(38)

 

 

(20)

 

 

(21)

 

 

987

 

Income before income taxes

 

 

143

 

 

 

511

 

 

 

134

 

 

 

1,111

 

Income tax benefit/(provision)

 

 

(3)

 

 

(3)

 

 

(3)

 

 

6,050

 

Net income

 

$140

 

 

$508

 

 

$131

 

 

$7,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share (1)

 

$0.01

 

 

$0.03

 

 

$0.01

 

 

$0.40

 

Diluted earnings per common share (1)

 

$0.01

 

 

$0.03

 

 

$0.01

 

 

$0.37

 

_________

(1) Earnings per common share is computed independently for each of the quarters presented. Therefore, the sums of quarterly earnings per common share amounts do not necessarily equal the total for the twelve month periods presented.

 

20. Subsequent Events

 

 None

 

 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13(a)-15(b) under the Exchange Act, as the end of the period covered by this annual report on Form 10-K.

 

 Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2021 our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provided reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

 There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

 

Limitations of Effectiveness of Control and Procedures

 

 In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

ITEM 9B. OTHER INFORMATION

 

None

 

 
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PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Information with respect to this item will be set forth in the definitive proxy statement to be delivered to stockholders in connection with the 2022 Annual Meeting of Stockholders (the “Proxy Statement”). Such information is incorporated herein by reference.

 

We have adopted a code of ethics that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics is available at our website at www.crexendo.com.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Information with respect to this item will be set forth in the Proxy Statement under the heading “Executive Compensation and Other Matters,” and is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 

Information with respect to this item will be set forth in the Proxy Statement under the heading “Beneficial Ownership of Shares,” and is incorporated herein by reference.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Information with respect to this item will be set forth in the Proxy Statement under the heading “Corporate Governance” and is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Information with respect to this item will be set forth in the Proxy Statement under the headings “Fees of Independent Registered Public Accounting Firm” and “Pre-Approval Policies and Procedures,” and is incorporated herein by reference.

 

 
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PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Documents filed as part of this Report:

 

 

1.

Financial Statements – consolidated financial statements of Crexendo, Inc. and subsidiaries as set forth under Item 8 of this Report.

 

2.

The Financial Statement Schedule on page 77 of this Annual Report.

 

3.

Exhibit Index as seen below.

 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

 

Incorporated By Reference

 

Filed

Herewith

 

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

2.1

 

Agreement and Plan of Merger and Reorganization, dated March 5, 2021, by and among Crexendo, Inc., Crexendo Merger Sub, Inc., Crexendo Merger Sub, LLC, NetSapiens, Inc. and David Wang as stockholder representative.

 

8-K

 

3/8/21

 

2.1

 

 

3.1

 

Articles of Incorporation

 

8-K

 

12/14/16

 

3.1

 

 

3.2

 

Bylaws

 

8-K

 

12/14/16

 

3.2

 

 

4.1

 

Description of Capital Stock

 

10-K

 

3/3/20

 

4.1

 

x

10.1*

 

2013 Long-Term Incentive Plan

 

14-A

 

4/30/13

 

 

 

 

10.2

 

Reincorporation in state of Nevada for Crexendo, Inc. (Nevada) Articles of Incorporation

 

8-K

 

12/14/16

 

3.1

 

 

10.3

 

Reincorporation in state of Nevada for Crexendo, Inc. (Nevada) bylaws

 

8-K

 

12/14/16

 

3.2

 

 

10.4

 

Loan Agreement between Bank of America, N.A. and Crexendo Business Solutions, Inc. dated January 22 2020, entered into on January 27, 2020.

 

8-K

 

1/29/2020

 

10.2

 

 

10.5

 

Voting and Support Agreement, dated March 5, 2021, by and among Crexendo, Inc., Anand Buch, David T.K. Wang and James Murphy.

 

8-K

 

3/8/21

 

10.1

 

 

10.6

 

Voting and Support Agreement, dated March 5, 2021, by and between NetSapiens, Inc. and Steven G. Mihaylo.

 

8-K

 

3/8/21

 

10.2

 

 

21.1

 

Subsidiaries of Crexendo, Inc.

 

 

 

 

 

 

 

x

23.1

 

Consent of Independent Registered Public Accounting Firm (Urish Popeck & Co., LLC)

 

 

 

 

 

 

 

x

31.1

 

Certification Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended

 

 

 

 

 

 

 

x

31.2

 

Certification Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended

 

 

 

 

 

 

 

x

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350

 

 

 

 

 

 

 

x

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350

 

 

 

 

 

 

 

x

101.INS

 

XBRL INSTANCE DOCUMENT

 

 

 

 

 

 

 

 

101.SCH

 

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

 

 

 

 

 

 

 

 

101.CAL

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

 

 

 

 

 

 

 

 

101.DEF

 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

 

 

 

 

 

 

 

 

101.LAB

 

XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

 

 

 

 

 

 

 

 

101.PRE

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

 

 

 

 

 

 

 

 

____________

* Indicates a management contract or compensatory plan or arrangement.

 

 
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SIGNATURES

 

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Crexendo, Inc.

 

 

 

 

 

Date: March 21, 2022

By:

/s/ STEVEN G. MIHAYLO

 

 

 

Steven G. Mihaylo

Chief Executive Officer

 

 

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: March 21, 2022

By:

/s/ STEVEN G. MIHAYLO

 

 

 

Steven G. Mihaylo

 

 

 

Chief Executive Officer, Chairman of the Board of Directors

 

 

 

 

 

Date: March 21, 2022

By:

/s/ RONALD VINCENT

 

 

 

Ronald Vincent

 

 

 

Chief Financial Officer

 

 

Date: March 21, 2022

By:

/s/ TODD GOERGEN

 

 

 

Todd Goergen

 

 

 

 Director

 

 

 

Date: March 21, 2022

By:

/s/ JEFFREY P. BASH

 

 

 

Jeffrey P. Bash

 

 

 

Director

 

 

 

Date: March 21, 2022

By:

/s/ DAVID WILLIAMS

 

 

David Williams

 

 

 

Director

 

 

Date: March 21, 2022

By:

/s/ ANIL PURI

 

 

 

Anil Puri

 

 

 

Director

 

   

 

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CREXENDO, INC. AND SUBSIDIARIES

Schedule II- Valuation and Qualifying Accounts

 

 

 

Balance at

 

 

 

 

 

 

 

 

Balance at

 

 

 

Beginning

 

 

 

 

 

 

 

 

End of

 

 

 

of Year

 

 

Additions

 

 

Deductions

 

 

Year

 

 

 

 

 

(in thousands)

 

 

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$21

 

 

 

51

 

 

 

-

 

 

$72

 

Deferred income tax asset valuation allowance

 

$61

 

 

 

1,437

 

 

 

-

 

 

$1,498

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$14

 

 

 

7

 

 

 

-

 

 

$21

 

Deferred income tax asset valuation allowance

 

$7,548

 

 

 

-

 

 

 

(7,487)

 

$61

 

 

 

85