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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Forian Inc | NASDAQ:FORA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.04 | 1.94% | 2.10 | 2.07 | 2.10 | 2.15 | 2.0099 | 2.01 | 6,916 | 19:45:24 |
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|
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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|
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 2.02 |
Results of Operations and Financial Condition
|
Item 9.01 |
Financial Statements and Exhibits
|
(d)
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Exhibits.
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Exhibit No.
|
Description
|
|
Press Release, dated August 14, 2024 (furnished herewith)
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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FORIAN INC.
|
||
Dated: August 14, 2024
|
By:
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/s/ Edward Spaniel, Jr.
|
Name:
|
Edward Spaniel, Jr.
|
|
Title:
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Executive Vice President, General Counsel and Secretary
|
● |
Forian delivered the following results for the second quarter of 2024:
|
Three Months Ended
June 30,
|
Period-over- | |||||||||||
2024
Unaudited
|
2023
Unaudited
|
Period %
Change
|
||||||||||
Revenue
|
$
|
4,777,101
|
$
|
4,893,542
|
-2%
|
|||||||
Loss from continuing operations, net of tax
|
$
|
(2,553,259
|
)
|
$
|
(1,090,400
|
)
|
-134%
|
|||||
(Loss) income from discontinued operations, net of tax
|
$
|
-
|
$
|
(32,426
|
)
|
-100%
|
||||||
Net (loss) income
|
$
|
(2,553,259
|
)
|
$
|
(1,122,826
|
)
|
-127%
|
|||||
Loss from continuing operations, net of tax per share – basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.03
|
)
|
-167%
|
|||||
Income from discontinued operations, net of tax per share – basic and diluted
|
$
|
-
|
$
|
-
|
0%
|
|||||||
(Loss) Income per share – basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.03
|
)
|
-167%
|
|||||
Adjusted EBITDA (a non-GAAP financial measure defined below)
|
$
|
78,202
|
$
|
417,368
|
-81%
|
● |
Revenue for the quarter was $4.8 million, a $0.1 million decrease from $4.9 million in the prior year
|
● |
Net loss from continuing operations for the quarter was $2.6 million, or $0.08 per share, compared to a net loss of $1.1 million, or $0.03 per share, in the prior year
|
● |
Adjusted EBITDA for the quarter was $0.08 million, compared to $0.4 million in the prior year
|
● |
Cash, cash equivalents and marketable securities at June 30, 2024 totaled $48.0 million
|
● |
Continued expansion of Chronos™ data lake through license of additional data to offset the reduction and expected 2025 loss of certain data from one data supplier
|
● |
Maintained positive Adjusted EBITDA despite revenue impact resulting from financing challenges of two early-stage customers
|
● |
Revenue is expected to be in the range of $19 to $20 million
|
● |
Adjusted EBITDA is expected to be in the range of negative $0.5 million to $0.5 million
|
June 30,
|
December 31,
|
|||||||
2024
|
2023
|
|||||||
(UNAUDITED)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
1,999,118
|
$
|
6,042,986
|
||||
Marketable securities
|
46,011,230
|
42,296,589
|
||||||
Accounts receivable, net
|
3,670,368
|
2,572,931
|
||||||
Proceeds receivable from sale of discontinued operation, net
|
-
|
1,645,954
|
||||||
Contract assets
|
955,355
|
1,126,713
|
||||||
Prepaid expenses
|
1,015,985
|
1,077,233
|
||||||
Other assets
|
2,783,185
|
2,515,509
|
||||||
Total current assets
|
56,435,241
|
57,277,915
|
||||||
Property and equipment, net
|
59,309
|
76,085
|
||||||
Right of use assets, net
|
46,876
|
10,664
|
||||||
Deposits and other assets
|
1,828,425
|
1,523,948
|
||||||
Total assets
|
$
|
58,369,851
|
$
|
58,888,612
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,489,766
|
$
|
161,590
|
||||
Accrued expenses
|
3,320,571
|
4,252,257
|
||||||
Short-term operating lease liabilities
|
22,872
|
10,664
|
||||||
Warrant liability
|
20
|
563
|
||||||
Deferred revenues
|
3,202,703
|
2,413,551
|
||||||
Total current liabilities
|
8,035,932
|
6,838,625
|
||||||
Long-term liabilities:
|
||||||||
Other liabilities
|
524,004
|
1,000,000
|
||||||
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related
party)
|
24,175,094
|
24,870,181
|
||||||
Total long-term liabilities
|
24,699,098
|
25,870,181
|
||||||
Total liabilities
|
32,735,030
|
32,708,806
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of June
30, 2024 and December 31, 2023
|
-
|
-
|
||||||
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,110,187 issued and outstanding as
of March 31, 2024 and 30,920,450 issued and outstanding as of December 31, 2023
|
31,110
|
30,920
|
||||||
Additional paid-in capital
|
77,054,999
|
73,834,300
|
||||||
Accumulated deficit
|
(51,451,288
|
)
|
(47,685,414
|
)
|
||||
Total stockholders' equity
|
25,634,821
|
26,179,806
|
||||||
Total liabilities and stockholders' equity
|
$
|
58,369,851
|
$
|
58,888,612
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2024
|
2023
|
2024
|
2023
|
|||||||||||||
Revenue
|
$
|
4,777,101
|
$
|
4,893,542
|
$
|
9,654,479
|
$
|
9,763,929
|
||||||||
Costs and Expenses:
|
||||||||||||||||
Cost of revenue
|
1,806,918
|
1,276,712
|
3,510,275
|
2,528,927
|
||||||||||||
Research and development
|
307,201
|
304,187
|
697,090
|
835,876
|
||||||||||||
Sales and marketing
|
1,017,659
|
1,237,327
|
2,072,800
|
2,433,519
|
||||||||||||
General and administrative
|
3,665,601
|
3,198,290
|
6,949,090
|
6,753,765
|
||||||||||||
Separation expenses
|
-
|
-
|
-
|
599,832
|
||||||||||||
Depreciation and amortization
|
7,889
|
15,257
|
16,776
|
53,687
|
||||||||||||
Litigation settlements and related expenses
|
942,311
|
350,309
|
1,151,276
|
434,660
|
||||||||||||
Total costs and expenses
|
7,747,579
|
6,382,082
|
14,397,307
|
13,640,266
|
||||||||||||
Operating loss From Continuing Operations
|
(2,970,478
|
)
|
(1,488,540
|
)
|
(4,742,828
|
)
|
(3,876,337
|
)
|
||||||||
Other Income (Expense):
|
||||||||||||||||
Change in fair value of warrant liability
|
430
|
8,053
|
543
|
2,494
|
||||||||||||
Interest and investment income
|
618,316
|
637,032
|
1,293,473
|
1,019,954
|
||||||||||||
Gain on sale of investment
|
-
|
-
|
48,612
|
-
|
||||||||||||
Interest expense
|
(193,306
|
)
|
(210,758
|
)
|
(392,269
|
)
|
(419,214
|
)
|
||||||||
Gain on debt redemption
|
-
|
-
|
137,356
|
-
|
||||||||||||
Total other income (expense), net
|
425,440
|
434,327
|
1,087,715
|
603,234
|
||||||||||||
Loss from continuing operations before income taxes
|
(2,545,038
|
)
|
(1,054,213
|
)
|
(3,655,113
|
)
|
(3,273,103
|
)
|
||||||||
Income taxes
|
(8,221
|
)
|
(36,187
|
)
|
(110,761
|
)
|
(66,096
|
)
|
||||||||
Loss from continuing operations, net of tax
|
(2,553,259
|
)
|
(1,090,400
|
)
|
(3,765,874
|
)
|
(3,339,199
|
)
|
||||||||
Loss from discontinued operations
|
-
|
-
|
-
|
(94,427
|
)
|
|||||||||||
Gain on sale of discontinued operations
|
-
|
-
|
-
|
11,531,849
|
||||||||||||
Income tax effect on discontinued operations
|
-
|
(32,426
|
)
|
-
|
(2,722,570
|
)
|
||||||||||
Income from discontinued operations, net of tax
|
-
|
(32,426
|
)
|
-
|
8,714,852
|
|||||||||||
Net (loss) income
|
$
|
(2,553,259
|
)
|
$
|
(1,122,826
|
)
|
$
|
(3,765,874
|
)
|
$
|
5,375,653
|
|||||
Net (loss) income per share
|
||||||||||||||||
Basic and diluted
|
||||||||||||||||
Continuing operations
|
$
|
(0.08
|
)
|
$
|
(0.03
|
)
|
$
|
(0.12
|
)
|
$
|
(0.10
|
)
|
||||
Discontinued operations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
0.27
|
||||||||
Net (loss) income per share - basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.03
|
)
|
$
|
(0.12
|
)
|
$
|
0.17
|
|||||
Weighted-average shares outstanding
|
31,098,497
|
32,260,992
|
31,049,647
|
32,369,904
|
For the Period Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net (loss) income
|
$
|
(3,765,874
|
)
|
$
|
5,375,653
|
|||
Less: Income from discontinued operations
|
-
|
8,714,852
|
||||||
Loss from continuing operations
|
(3,765,874
|
)
|
(3,339,199
|
)
|
||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities - continuing
operations:
|
||||||||
Depreciation and amortization
|
16,776
|
53,687
|
||||||
Amortization on right of use asset
|
10,664
|
11,724
|
||||||
Amortization of debt issuance costs
|
2,667
|
2,667
|
||||||
Accrued interest on convertible Notes
|
389,602
|
416,548
|
||||||
Amortization of discount - proceeds from sale of discontinued operations
|
(20,712
|
)
|
(245,041
|
)
|
||||
Accretion of discount - marketable securities
|
(1,237,337
|
)
|
(767,533
|
)
|
||||
Gain on sale of investment
|
(48,612
|
)
|
-
|
|||||
Gain on debt redemption
|
(137,356
|
)
|
-
|
|||||
Provision for doubtful accounts
|
168,750
|
-
|
||||||
Stock-based compensation expense
|
3,321,551
|
3,368,575
|
||||||
Change in fair value of warrant liability
|
(543
|
)
|
(2,494
|
)
|
||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(1,266,187
|
)
|
(2,030,800
|
)
|
||||
Contract assets
|
171,358
|
442,616
|
||||||
Prepaid expenses
|
61,248
|
(132,344
|
)
|
|||||
Changes in lease liabilities during the period
|
(21,624
|
)
|
(11,724
|
)
|
||||
Deposits and other assets
|
(572,153
|
)
|
(235,656
|
)
|
||||
Accounts payable
|
1,328,176
|
605,437
|
||||||
Accrued expenses
|
(931,686
|
)
|
(236,088
|
)
|
||||
Deferred revenues
|
789,152
|
681,476
|
||||||
Other liabilities
|
(489,040
|
)
|
-
|
|||||
Net cash used in operating activities - continuing operations
|
(2,231,180
|
)
|
(1,418,149
|
)
|
||||
Net cash used in operating activities - discontinued operations
|
-
|
(59,075
|
)
|
|||||
Net cash used in operating activities
|
(2,231,180
|
)
|
(1,477,224
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Additions to property and equipment
|
-
|
(75,493
|
)
|
|||||
Purchase of marketable securities
|
(87,732,380
|
)
|
(61,573,237
|
)
|
||||
Sale of marketable securities
|
85,255,076
|
41,392,821
|
||||||
Proceeds from sale of investment
|
48,612
|
-
|
||||||
Cash from sale of discontinued operations
|
1,666,666
|
21,967,193
|
||||||
Net cash (used in) provided by investing activities - continuing operations
|
(762,026
|
)
|
1,711,284
|
|||||
Net cash (used in) provided by investing activities
|
(762,026
|
)
|
1,711,284
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Cash used to redeem convertible notes
|
(950,000
|
)
|
-
|
|||||
Tax payments related to shares withheld for vested restricted stock units
|
(100,662
|
)
|
(127,357
|
)
|
||||
Net cash used in financing activities- continuing operations
|
(1,050,662
|
)
|
(127,357
|
)
|
||||
Net cash used in financing activities
|
(1,050,662
|
)
|
(127,357
|
)
|
||||
Net change in cash
|
(4,043,868
|
)
|
106,703
|
|||||
Cash and cash equivalents, beginning of period
|
6,042,986
|
2,795,743
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,999,118
|
$
|
2,902,446
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash for paid for taxes
|
$
|
48,492
|
$
|
1,423,000
|
● |
Depreciation and Amortization. Depreciation and amortization expense
is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. The Company excludes depreciation and
amortization expense from Adjusted EBITDA because management believes that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of the business operations and (ii) such expenses can
vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, management believes that this exclusion assists management and investors in making
period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also
note that such expense will recur in future periods.
|
● |
Stock-Based Compensation Expense. Stock-based compensation expense is a
non-cash expense arising from the grant of stock-based awards to employees. Management believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period
comparisons in the Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of business operations and (ii) such expenses can vary significantly
between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Stock-based compensation expense includes certain separation expenses related to the vesting of stock options.
Effective February 10, 2023, the Company’s Chief Executive Officer, President and Class II member of the Board of Directors resigned. In connection with the resignation, the Company entered into a separation agreement providing for, among
other things, accelerated vesting of 106,656 unvested restricted shares of the Company common stock. Stock based compensation expense for 2023 includes $349,832 related to the accelerated vesting of stock, which is recognized in separation
expenses in the condensed consolidated statements of operations. These expenses were incurred during the three months ended March 31, 2023, and there were no additional related expenses incurred during the three months ended June 30, 2023.
Management believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between the Company’s operating performance and the operating performance of other companies
that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts
contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
|
● |
Interest Expense. Interest expense is associated with the convertible
notes entered into on September 1, 2021 in the amount of $24,000,000. The Notes are due on September 1, 2025, and accrue interest at an annual rate of 3.5%. Management excludes interest expense from Adjusted EBITDA (i) because it is not
directly attributable to the performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in
making comparisons to companies with different capital structures. Investors should note that interest expense associated with the Notes will recur in future periods.
|
● |
Investment Income. Investment income is associated with the level of
marketable debt securities and other interest-bearing accounts in which the Company invests. Interest and investment income can vary over time due to changes in interest rates and level of investments. Management excludes interest and
investment income from Adjusted EBITDA (i) because these items are not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons
of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.
|
● |
Other Items. The Company engages in other activities and transactions
that can impact net income (loss). In the periods reported, these other items included (i) change in fair value of warrant liability relating to warrants assumed in the acquisition of Helix; (ii) gain on sale of investment relating to the
sale of a minority equity interest; and (iii) gain on debt redemption which relates to a gain on the early retirement of a portion of the convertible notes. Management excludes these other items from Adjusted EBITDA because management
believes these activities or transactions are not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating
performance. Investors should note that some of these other items may recur in future periods.
|
● |
Severance expenses. Effective February 10, 2023, the Company’s Chief
Executive Officer, President and Class II member of the Board of Directors resigned. In connection with the resignation, the Company entered into a separation agreement providing for, among other things, (i) salary continuation for twelve
months and (ii) accelerated vesting of 106,656 unvested restricted shares of the Company common stock. Severance expenses for the six months ended June 30, 2023
includes $250,000 related to the salary continuation. Managements excludes these other items from Adjusted EBITDA because management believes these costs are not recurring and not directly attributable to the performance of business
operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. In addition, the Company records normal course of business severance expenses in the operating
expense line item related to its employees’ activities.
|
● |
Litigation related expenses. Management excludes litigation expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related
to direct and incremental third-party legal expenses associated with such litigation, which pertains to entities acquired in the Helix merger.
|
● |
Strategic review related expenses. Management excludes certain
professional expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to a strategic review of the Company’s operations.
|
● |
Income tax expense. Management excludes the income tax expense from
Adjusted EBITDA (i) because management believes that the income tax expense is not directly attributable to the underlying performance of business operations and, accordingly, its exclusion assists management and investors in making
period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2024
|
2023
|
2024
|
2023
|
|||||||||||||
Revenue
|
$
|
4,777,101
|
$
|
4,893,542
|
$
|
9,654,479
|
$
|
9,763,929
|
||||||||
Net loss from continuing operations
|
$
|
(2,553,259
|
)
|
$
|
(1,090,400
|
)
|
$
|
(3,765,874
|
)
|
$
|
(3,339,199
|
)
|
||||
Depreciation and amortization
|
7,889
|
15,257
|
16,776
|
53,687
|
||||||||||||
Stock based compensation expense
|
1,662,636
|
1,540,342
|
3,321,551
|
3,368,575
|
||||||||||||
Change in fair value of warrant liability
|
(430
|
)
|
(8,053
|
)
|
(543
|
)
|
(2,494
|
)
|
||||||||
Interest and investment income
|
(618,316
|
)
|
(637,032
|
)
|
(1,293,473
|
)
|
(1,019,954
|
)
|
||||||||
Interest expense
|
193,306
|
210,758
|
392,269
|
419,214
|
||||||||||||
Gain on sale of investment
|
-
|
-
|
(48,612
|
)
|
-
|
|||||||||||
Gain on debt redemption
|
-
|
-
|
(137,356
|
)
|
-
|
|||||||||||
Severance expense
|
-
|
-
|
-
|
250,000
|
||||||||||||
Litigation settlement and related expenses
|
942,311
|
350,309
|
1,151,276
|
434,660
|
||||||||||||
Strategic review related expenses
|
435,844
|
435,844
|
||||||||||||||
Income tax expense
|
8,221
|
36,187
|
110,761
|
66,096
|
||||||||||||
Adjusted EBITDA - continuing operations
|
$
|
78,202
|
$
|
417,368
|
$
|
182,619
|
$
|
230,585
|
Document and Entity Information |
Aug. 14, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 14, 2024 |
Entity File Number | 001-40146 |
Entity Registrant Name | FORIAN INC. |
Entity Central Index Key | 0001829280 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3467693 |
Entity Address, Address Line One | 41 University Drive |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Newtown |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 18940 |
City Area Code | 267 |
Local Phone Number | 225-6263 |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | FORA |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
1 Year Forian Chart |
1 Month Forian Chart |
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