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. an award-winning premier provider of cloud communication platform and services, video collaboration and managed IT services designed to provide enterprise-class cloud solutions to any size business. Our solutions currently support over three million end users globally. 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 services, broadband Internet services, managed IT services, software license sales, and infrastructure as a service. Our cloud telecommunications contracts typically have a thirty-six to sixty month term. We also charge other various contracted and non-contracted fees.

We generate product revenue, equipment financing revenue, and device as a service 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.






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Our Cloud Telecommunications service revenue increased 14% or $2,413,000 to $19,515,000 for the year ended December 31, 2022 as compared to $17,102,000 for the year ended December 31, 2021. Our Cloud Telecommunications product revenue increased 24% or $567,000 to $2,891,000 for the year ended December 31, 2022 as compared to $2,324,000 for the year ended December 31, 2021.

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.

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 increased 75%, or $6,482,000 to $15,148,000 for the year ended December 31, 2022 as compared to $8,666,000 for the year ended December 31, 2021. The year ended December 31, 2021 includes only seven months of revenue from the NetSapiens 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                            2022              2021
Service revenue                     $      19,515       $ 17,102
Software solutions revenue                 15,148          8,666
Product revenue                             2,891          2,324
Total revenue                              37,554         28,092
Loss before income taxes                  (36,175 )       (2,910 )
Income tax benefit                            762            465
Net loss                                  (35,413 )       (2,445 )

Basic earnings per common share $ (1.54 ) $ (0.12 ) Diluted earnings per common share $ (1.54 ) $ (0.12 )







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                                                For the three months ended
                             March 31,       June 30,       September 30,       December 31,
Consolidated                   2022            2022             2022                2022
Service revenue             $     4,398     $    4,556     $         4,473     $         6,088
Software solutions
revenue                           3,268          3,598               3,875               4,407
Product revenue                     492            692                 760                 947
Total revenue                     8,158          8,846               9,108              11,442
Loss before income taxes         (1,421 )         (978 )              (728 )           (33,048 )
Income tax benefit                  201             82                  32                 447
Net loss                         (1,220 )         (896 )              (696 )           (32,601 )

Basic earnings per common
share (1)                   $     (0.05 )   $    (0.04 )   $         (0.03 )   $         (1.33 )
Diluted earnings per
common share (1)            $     (0.05 )   $    (0.04 )   $         (0.03 )   $         (1.33 )




                                                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 )


-------

(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.






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Year Ended December 31, 2022 Compared to Year Ended December 31, 2022





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, 2022, compared to the year ended December 31, 2021:





                                   Year Ended December 31,
                  2022         2021        Dollar Change       Percent Change
Total revenue   $ 37,554     $ 28,092     $         9,462                   34 %



The increase in total revenue for the year is mainly driven by an additional $6,482,000 contributed from our software solutions segment for a full year compared to only seven months of revenue in the prior year resulting from the June 1, 2021 acquisition of NetSapiens, Inc., an increase in service revenue and product revenue of $1,755,000 contributed from our November 1, 2022 acquisition of Allegiant Networks, LLC , and an increase in organic service and product revenue of $1,225,000 for the year compared to 2021.





Loss Before Income Taxes


The following table reflects our income/(loss) before income taxes for the year ended December 31, 2022, compared to the year ended December 31, 2021:





                                              Year Ended December 31,
                             2022          2021        Dollar Change      Percent Change
Loss before income taxes   $ (36,175 )   $ (2,910 )   $       (33,265 )   1143%



The increase in loss before income tax is primarily due to an increase in operating expenses of $44,044,000, offset by an increase in revenue of $9,462,000 and an increase in other income, net of $1,317,000. The increase in operating expenses is primarily related to goodwill and long-lived asset impairment, increases in salaries and benefits, stock compensation expense, twelve months of software solutions operating expenses compared to only seven months in the prior year, and two months of Allegiant Networks operating expenses. The increase in revenue is primarily related to organic growth, twelve months of software solutions revenue compared to only seven months in the prior year, and two months of Allegiant Networks revenue. The increase in other income, net is primarily related to releasing a sales tax accrual.





Income Tax Benefit


The following table reflects our income tax benefit/(provision) for the year ended December 31, 2022, compared to the year ended December 31, 2021:





                                      Year Ended December 31,
                      2022       2021       Dollar Change       Percent Change
Income tax benefit   $   762     $ 465     $           297                   64 %



We had pre-tax loss for the year ended December 31, 2022 and 2021 of $(36,175,000) and $(2,910,000), respectively. For the year ended December 31, 2022, we recorded additional valuation allowance of $1,681,000 and for the year ended December 31, 2021, we recorded additional valuation allowance of $1,437,000.






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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, amortization of intangibles, and goodwill and long-lived asset impairment. We define EBITDA as U.S. GAAP net income/(loss) before interest expense, interest income and other expense/(income), goodwill and long-lived asset impairments, provision/(benefit) 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 14, 2023 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.






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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.





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

                                  (Unaudited)



                          Three Months Ended December 31,           Year Ended December 31,
                              2022                 2021              2022             2021
                                   (In thousands)                       (In thousands)
U.S. GAAP net loss      $        (32,601 )     $        (602 )   $    (35,413 )   $     (2,445 )
Share-based
compensation                       1,612                 478            4,374            1,628
Acquisition related
expenses                              24                 (28 )             55            1,037
Change in fair value
of contigent
consideration                          -                 126                -              126
Goodwill and
long-lived asset
impairment                        32,678                   -           32,678                -
Amortization of
intangible assets                    786                 618            2,435            1,391
Non-GAAP net income     $          2,499       $         592     $      4,129     $      1,737

Non-GAAP net income
per common share:
Basic                   $           0.10       $        0.03     $       0.18     $       0.09
Diluted                 $           0.09       $        0.02     $       0.16     $       0.07

Weighted-average
common shares
outstanding:
Basic                         24,423,030          21,792,137       22,939,514       20,275,691
Diluted                       26,633,630          26,068,825       25,783,179       23,408,162




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

                                  (Unaudited)



                             Three Months Ended December 31,        Year Ended December 31,
                                2022                2021             2022              2021
                                     (In thousands)                     (In thousands)
U.S. GAAP net loss           $   (32,601 )       $      (602 )   $     (35,413 )     $  (2,445 )
Depreciation and
amortization                         885                 695             2,747           1,626
Interest expense                      21                  20                78              84
Interest income and other
expense/(income)                  (1,576 )                 3            (1,295 )            16
Goodwill and long-lived
asset impairment                  32,678                   -            32,678               -
Income tax benefit                  (447 )              (218 )            (762 )          (465 )
EBITDA                            (1,040 )              (102 )          (1,967 )        (1,184 )
Acquisition related
expenses                              24                 (28 )              55           1,037
Change in fair value of
contingent consideration               -                 126                 -             126
Share-based compensation           1,612                 478             4,374           1,628
Adjusted EBITDA              $       596         $       474     $       2,462       $   1,607





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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.

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.

The process of estimating the fair value of goodwill is subjective and required the Company to make estimates that may significantly impact the outcome of the analysis. A qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concluded it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company performed the quantitative test.

Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and an impairment charge is recognized in an amount equal to the excess, not to exceed the carrying amount of goodwill.

The Company estimated the fair value of the reporting unit with an income approach using the discounted cash flow ("DCF") analysis and the Company also considered a market-based valuation methodology using comparable public company trading values and the Company's market capitalization. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, the discount rate and relevant comparable public company earnings multiples. The cash flows employed in the DCF analysis are based on the Company's best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and recent operating performance. The discount rate utilized in the DCF analysis is based on the reporting unit's weighted-average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company's reporting unit.






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Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The reporting unit fair value also depends on the future strength of the U.S. economy. New and developing competition as well as technological change could also adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a reporting unit's fair value and the relative size of the Company's recorded goodwill, differences in assumptions could have a material effect on the estimated fair values. For further information, see Note 8 (Intangible Assets and Goodwill).





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.





Amortizable intangible assets are amortized over the estimated useful lives as
follows:



Customer relationships    6 to 16 years
Developed technologies    2 to 6 years
Trademark and trade names 4 years




Valuation of Long-Lived Assets.

The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future undiscounted cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. We recognized impairment losses of $69,000 and $0 in the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively.





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 of December 31, 2022, we have three years of cumulative pretax losses and the weight of all other positive and negative evidence, such as 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 and therefore are not sufficient to overcome the significant negative evidence of a three year lookback cumulative loss position. Therefore, management determined that it is not more likely than not that we will be able to realize our deferred tax assets, and we have recorded a valuation allowance of $3,179,000 at December 31, 2022.






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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. Some third-party equipment vendors offer extended warranties. These extended warranties are sold separately and provide services in addition to assurance that the product will function as expected, including updates and patches. The Company is arranging for these services to be provided by the third-party and is acting as an agent in the transaction and records revenue on a net basis at the time of sale.





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.





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 year ended December 31, 2022, quarterly dividends of $0.005 were declared and paid, however we have assumed a 0% dividend yield for the year ended December 31, 2022. For the years ended December 31, 2021, no dividends were declared or paid, therefore we have assumed a 0% dividend yield.

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.






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





                                      Year Ended December 31,
Cloud Telecommunications Services       2022             2021
Service revenue                     $     19,515       $  17,102
Product revenue                            2,891           2,324
Total revenue                             22,406          19,426
Operating expenses:
Cost of service revenue                    6,711           5,104
Cost of product revenue                    1,637           1,525
Selling and marketing                      7,234           5,915
General and administrative                 9,366           8,129
Research and development                   1,266           1,396
Long-lived asset impairment                   69               -
Total operating expenses                  26,283          22,069
Operating loss                            (3,877 )        (2,643 )
Other expense                                (71 )           (70 )
Loss before tax benefit             $     (3,948 )     $  (2,713 )

Quarterly Financial Information





                                                For the three months ended
                             March 31,       June 30,       September 30,       December 31,
Cloud Telecommunications                                                            2022
Services                       2022            2022             2022
Service revenue             $     4,398     $    4,556     $         4,473     $         6,088
Product revenue                     492            692                 760                 947
Total revenue                     4,890          5,248               5,233               7,035
Operating expenses:
Cost of service revenue           1,436          1,438               1,375               2,462
Cost of product revenue             317            372                 453                 495
Selling and marketing             1,581          1,678               1,704               2,271
General and
administrative                    2,306          1,993               2,056               3,011
Research and development            304            310                 284                 368
Long-lived asset
impairment                            -              -                   -                  69
Total operating expenses          5,944          5,791               5,872               8,676
Operating loss                   (1,054 )         (543 )              (639 )            (1,641 )
Other expense                       (18 )          (17 )               (17 )               (19 )
Loss before tax benefit     $    (1,072 )   $     (560 )   $          (656 )   $        (1,660 )





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                                                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 )



Year Ended December 31, 2022 Compared to Year Ended December 31, 2021





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, managed IT service, administrative fees, and website hosting services. The following table reflects our service revenue for the year ended December 31, 2022, compared to the year ended December 31, 2021:





                                     Year Ended December 31,
                    2022         2021        Dollar Change       Percent Change
Service revenue   $ 19,515     $ 17,102     $         2,413                   14 %



The increase in service revenue is due to an increase in organic telecommunications services of $517,000, an increase in fees, commissions, and other, recognized over time of $45,000, an increase in one-time fees, commissions and other of $255,000, an increase in sales-type lease interest of $69,000, and two months of service revenue of $1,527,000 contributed by our acquisition of Allegiant Networks, LLC on November 1, 2022. A substantial portion of Cloud Telecommunications service revenue is generated through thirty-six to sixty months service contracts.





Product Revenue


Product revenue consists primarily of fees collected from the sale of desktop phone devices, third-party equipment, and device as a service. The following table reflects our product revenue for the year ended December 31, 2022, compared to the year ended December 31, 2021:






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                                    Year Ended December 31,
                   2022        2021        Dollar Change       Percent Change
Product revenue   $ 2,891     $ 2,324     $           567                   24 %



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. Our November 1, 2022 acquisition of Allegiant Networks, LLC contributed $228,000 of the increase in product revenue.





Backlog


Backlog represents the total contract value of all contracts signed, less revenue recognized from those contracts as of December 31, 2022 and 2021. Backlog increased 6%, or $1,826,000 to $32,016,000 as of December 31, 2022 as compared to $30,190,000 as of December 31, 2021. Below is a table which displays the Cloud Telecommunications segment revenue backlog as of December 31, 2022 and 2021, 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, 2022 $ 32,016 Cloud Telecommunications Services backlog as of December 31, 2021 $ 30,190






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, 2022, compared to the year ended December 31, 2021:





                                            Year Ended December 31,
                           2022        2021        Dollar Change       Percent Change
Cost of service revenue   $ 6,711     $ 5,104     $         1,607                   31 %




The increase in cost of service revenue was primarily due to an increase in salaries, wages and benefits of $681,000 as a result of an increase in customer support and implementation specialist headcount, an increase in professional consulting services of $201,000, an increase in other cost of service revenue of $49,000, and additional cost of service revenue of $1,003,000 contributed by our November 1, 2022 acquisition of Allegiant Networks, LLC, offset by a $327,000 decrease in third-party telecommunications carrier costs.






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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, 2022, compared to the year ended December 31, 2021:





                                            Year Ended December 31,
                           2022        2021        Dollar Change      Percent Change
Cost of product revenue   $ 1,637     $ 1,525     $           112                   7 %




The increase is primarily related to the increase in product revenue and an increase in device costs, and additional cost of product revenue of $105,000 contributed by our November 1, 2022 acquisition of Allegiant Networks, LLC.





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, 2022, compared to the year ended December 31, 2021:





                                          Year Ended December 31,
                         2022        2021        Dollar Change       Percent Change
Selling and marketing   $ 7,234     $ 5,915     $         1,319                   22 %




The increase in selling and marketing expense is due to an increase in salaries, wages and benefits of $437,000 related to expansion of our sales team, an increase in commission expense of $223,000 directly related to the increase in revenue, an increase in travel related costs and tradeshows of $185,000, and additional selling and marketing expense of $540,000 contributed by our November 1, 2022 acquisition of Allegiant Networks, LLC, offset by a decrease in sales leads and marketing material costs of $48,000 and a decrease in other sales and marketing expense of $18,000.





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, 2022, compared to the year ended December 31, 2021:





                                               Year Ended December 31,
                              2022        2021        Dollar Change       Percent Change
General and administrative   $ 9,366     $ 8,129     $         1,237                   15 %





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The increase in general and administrative expenses is primarily due to an increase in administrative salaries, wages and benefits of $1,959,000 as a result of an increase in headcount, increase in stock compensations, and company-wide salary increases. There were additional general and administrative expenses of $382,000 contributed by our November 1, 2022 acquisition of Allegiant Networks, LLC. This was offset by a decrease in acquisition related legal, accounting, and other professional services of $982,000 in connection with the 2021 NetSapiens acquisition. Additionally, there was a decrease in corporate insurance costs of $91,000 and a decrease in other general and administrative expenses of $31,000.





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, 2022, compared to the year ended December 31, 2021:







                                             Year Ended December 31,
                            2022        2021        Dollar Change       Percent Change
Research and development   $ 1,266     $ 1,396     $          (130 )                 -9 %


The decrease in research and development expenses is primarily related to a decrease in costs for maintenance on our mobile applications and other development costs of $117,000 and a decrease in salaries, wages and benefits of $13,000.





Other 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, 2022, compared to the year ended December 31, 2021:





                                  Year Ended December 31,
                 2022         2021       Dollar Change      Percent Change
Other expense   $   (71 )     $ (70 )   $            (1 )                 1 %



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





                                       Year Ended December 31,
Software Solutions                        2022             2021
Software solutions revenue           $       15,148       $ 8,666
Operating expenses:
Cost of software solutions revenue            5,336         4,031
Selling and marketing                         4,491         2,345
General and administrative                    3,538         2,457
Research and development                      2,689             -
Goodwill impairment                          32,609             -
Total operating expenses                     48,663         8,833
Operating loss                              (33,515 )        (167 )
Other income/(expense)                        1,288           (30 )
Loss before tax benefit              $      (32,227 )     $  (197 )





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Quarterly Financial Information





                                                For the three months ended
                             March 31,       June 30,       September 30,       December 31,
Software Solutions             2022            2022             2022                2022
Software solutions
revenue                     $     3,268     $    3,598     $         3,875     $         4,407
Operating expenses:
Cost of software
solutions revenue                 1,661          1,131               1,141               1,403
Selling and marketing             1,003          1,093               1,028               1,367
General and
administrative                      943            764                 744               1,087
Research and development              -            919                 867                 903
Goodwill impairment                   -              -                   -              32,609
Total operating expenses          3,607          3,907               3,780              37,369
Operating income/(loss)            (339 )         (309 )                95             (32,962 )
Other income/(expense)              (10 )         (109 )              (167 )             1,574
Loss before tax benefit     $      (349 )   $     (418 )   $           (72 )   $       (31,388 )




                                               For the three months ended
Software Solutions          March 31,        June 30,       September 30,       December 31,
                              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, 2022 Compared to Year Ended December 31, 2021





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 fixes, 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, 2022, compared to the year ended December 31, 2021:





                                                Year Ended December 31,
                               2022        2021        Dollar Change       Percent Change
Software solutions revenue   $ 15,148     $ 8,666     $         6,482                   75 %



The increase in software solutions revenue is primarily related to comparing twelve months of operating activity for the year ended December 31, 2022 to seven months of operating activity for the year ended December 31, 2021, 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, 2022, compared to the year ended December 31, 2021:







                                                  Year Ended December 31,
                                2022          2021         Dollar Change       Percent Change
Cost of software solutions
revenue                       $   5,336     $   4,031     $         1,305                   32 %



The increase in cost of software solutions revenue is primarily related to comparing twelve months of operating activity for the year ended December 31, 2022 to seven months of operating activity for the year ended December 31, 2021, from the acquisition date of June 1, 2021 and the reclassification of expenses from cost of service revenue to research and development after carefully reviewing expenses that qualify as research and development operating expenses.





Backlog


Backlog represents the total contract value of all contracts signed, less revenue recognized from those contracts as of December 31, 2022 and 2021. Backlog increased 29%, or $3,302,000 to $14,830,000 as of December 31, 2022 as compared to $11,528,000 as of December 31, 2021. Below is a table which displays the Software Solutions segment revenue backlog as of December 31, 2022 and 2021, which we expect to recognize as revenue within the next thirty-six months (in thousands):

Software Solutions backlog as of December 31, 2022 $ 14,830 Software Solutions backlog as of December 31, 2021 $ 11,528







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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, 2022, compared to the year ended December 31, 2021:





                                          Year Ended December 31,
                         2022        2021        Dollar Change       Percent Change
Selling and marketing   $ 4,491     $ 2,345     $         2,146                   92 %



The increase in selling and marketing expenses is primarily related to comparing twelve months of operating activity for the year ended December 31, 2022 to seven months of operating activity for the year ended December 31, 2021, 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, 2022, compared to the year ended December 31, 2021:





                                               Year Ended December 31,
                              2022        2021        Dollar Change       Percent Change
General and administrative   $ 3,538     $ 2,457     $         1,081                   44 %




The increase in general and administrative expenses is primarily related to comparing twelve months of operating activity for the year ended December 31, 2022 to seven months of operating activity for the year ended December 31, 2021, from the acquisition date of June 1, 2021 and the reclassification of expenses from general and administrative to research and development after carefully reviewing expenses that qualify as research and development operating expenses.





Research and Development


Research and development expenses primarily consists of salaries, wages and benefits, share-based compensation, and outsourcing engineering services related to the development of our software solutions. The following table reflects our research and development expense for the year end December 31, 2022, compared to the year ended December 31, 2021:





                                            Year Ended December 31,
                             2022       2021       Dollar Change      Percent Change
Research and development   $  2,689     $   -     $         2,689                   -





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The increase in research and development expenses is primarily related to the reclassification of research and development expenses out of cost of service revenue and general and administrative expenses after carefully reviewing operating expenses that qualify as research and development operating expenses.

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, 2022 and 2021, we had cash and cash equivalents of $5,475,000 and $7,468,000, 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.

On November 1, 2022, the Company acquired 100% of the issued and outstanding shares of Allegiant Networks, LLC., a provider of telecommunications products, services, and solutions in Kansas and Missouri. The aggregate purchase price of $9.4 million consisted of $2.0 million of cash paid at closing, 2,461,538 shares of our common stock with an estimated fair value of $6.3 million issued at closing, and a three-year promissory note for $1.1 million.





Operating Activities


Cash provided by or used in operating activities is driven by our net loss, adjustments to reconcile to net cash provided by or used in operating activities, 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, 2022, compared to the year ended December 31, 2021:







                                                  Year Ended December 31,
                                2022          2021         Dollar Change       Percent Change
Net cash used in operating
activities                    $    (411 )   $  (1,006 )   $           595                  -59 %



The net cash used in operations was primarily driven by our net loss for the year ended December 31, 2022 of $(35,413,000), an increase in contract costs, an increase in equipment financing receivables, an increase in other assets, a decrease in contract liabilities, and non-cash other income related to the release of a sales tax accrual, offset by non-cash expenses for impairment, depreciation, amortization, and share-based compensation.





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, 2022, compared to the year ended December 31,
2021:





                                                  Year Ended December 31,
                                2022          2021         Dollar Change       Percent Change
Net cash used in investing
activities                    $  (1,703 )   $  (9,867 )   $         8,164                  -83 %





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During the year ended December 31, 2022, the Company acquired 100% of the issued and outstanding shares of Allegiant Networks, LLC., a provider of telecommunications products, services, and solutions in Kansas and Missouri. Of the aggregate purchase price of $9.4 million, the Company paid $2.0 million of cash at closing, net of cash acquired of $586,000. Additionally, during the year ended December 31, 2022, we purchased $289,000 of property and equipment.

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 completion of the earn-out period 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.





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, proceeds and repayments on line of credit, 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, 2022, compared to the year ended December 31, 2021:





                                                  Year Ended December 31,
                                2022          2021         Dollar Change       Percent Change
Net cash provided by/(used
in) financing activities      $     (54 )   $     650     $          (704 )               -108 %



Net cash used in financing activities in the year ended December 31, 2022, primarily relates to cash proceeds from the exercise of stock options of $816,000 and proceeds from the line of credit of $82,000, offset by dividend payments of $462,000, payments of employee tax withholdings related to the net settlement of stock options and RSUs of $290,000, and repayments made on finance leases and notes payable of $200,000.

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.

OFF BALANCE SHEET ARRANGEMENTS

As of December 31, 2022, 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



None




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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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