SOURCE: SolarWinds

SolarWinds

April 26, 2010 16:05 ET

SolarWinds Announces First Quarter 2010 Results

Record Quarterly Total Revenue of $34.3 Million, $34.8 Million on a Non-GAAP, Constant-Currency Basis; GAAP Operating Income of $13.4 Million; Non-GAAP Operating Income of $16.5 Million, a 39% Year-Over-Year Increase Over the First Quarter of 2009; GAAP Diluted Earnings per Share of $0.12, Non-GAAP Diluted Earnings per Share of $0.16; Net Cash Provided by Operating Activities in the Quarter of $15.9 Million

AUSTIN, TX--(Marketwire - April 26, 2010) - SolarWinds®, Inc. (NYSE: SWI), a leading provider of powerful and affordable IT management software to more than 93,000 customers worldwide, today reported results for its first quarter ended March 31, 2010.

Financial Results

SolarWinds reported record quarterly total revenue in the first quarter of 2010 of $34.3 million, a 43% year-over-year increase over total revenue in the first quarter of 2009. License revenue was $17.6 million in the first quarter of 2010, a 41% year-over-year increase over license revenue for the first quarter of 2009. Maintenance revenue was $16.7 million in the first quarter of 2010, a 45% year-over-year increase over maintenance revenue for the first quarter of 2009.

On a GAAP basis, operating income was $13.4 million, net income was $8.9 million and diluted earnings per share was $0.12 for the first quarter of 2010, compared to operating income of $10.0 million, net income of $3.1 million and diluted earnings per share of $0.09 for the first quarter of 2009.

Non-GAAP operating income was $16.5 million in the first quarter of 2010 compared to $11.9 million in the first quarter of 2009, representing 39% year-over-year growth. Non-GAAP net income was $11.4 million in the first quarter of 2010, or $0.16 per diluted share, compared to $7.6 million in the first quarter of 2009, or $0.12 per diluted share, representing a 51% year-over-year increase in Non-GAAP net income.

Net cash provided by operating activities was $15.9 million in the first quarter of 2010, representing a 7% increase over net cash provided by operating activities in the first quarter of 2009 and a 21% sequential increase over net cash provided by operating activities in the fourth quarter of 2009. Cash and cash equivalents at the end of the first quarter of 2010 were $104.1 million, a $25.7 million decrease from the end of the fourth quarter of 2009, which reflects both a $28.0 million cash payment related to the acquisition of Tek-Tools, Inc. and a $19.1 million repayment of outstanding debt obligations.

Information about SolarWinds' use of non-GAAP financial information is provided under "Non-GAAP Financial Measures" below.

Recent Business Highlights

"This quarter, we continued to demonstrate how our unique approach to IT management software allows us to translate a broad base of customer activity into record revenue growth for the company," said Kevin Thompson, SolarWinds' President and Chief Executive Officer. "Our significant year-over-year growth in International revenue complemented our strongest quarter ever in the North America commercial business."

Other business highlights:

-- SolarWinds increased its total number of customers during the first
   quarter to more than 93,000. The company continued to benefit from
   customers looking to replace costly management frameworks with
   cost-effective, easier-to-use solutions. For example, during the
   first quarter of 2010 two of our new enterprise customers spent over
   $90,000 and $80,000, respectively, to replace existing frameworks with
   their first SolarWinds purchase.
-- The company introduced the first and only free configuration change
   management tool with integration to community-based resources --
   SolarWinds Network Config Generator. The tool provides a direct link to
   templates and resources from SolarWinds' active community and supports
   the company's ongoing strategy of providing valuable functionality to
   IT professionals free of charge.
-- Consistent with its strategy of regularly delivering value to its
   customers, SolarWinds released new versions of many of its products
   during the first quarter of 2010, including Orion Network Performance
   Monitor, Orion NetFlow Traffic Analyzer (NTA), Orion IP SLA Manager
   (IP SLA), and Orion Enterprise Operations Console (EOC)
-- SolarWinds announced the acquisition of Tek-Tools, Inc., adding storage
   resource and virtualized infrastructure management to its family of
   offerings, and expanding its market opportunity.

"This quarter was a good demonstration of the strength of our model," continued Thompson. "The ability of our scalable, inside-sales model to efficiently respond to both an increased volume of highly-qualified sales opportunities with mid-market and small business customers generated by our marketing activities, and to the increased demand for larger, enterprise-wide deployments is key to profitably scaling our business."

"We had another very strong quarter of cash flow generation and were able to significantly reduce our outstanding debt," added Mike Berry, SolarWinds' Chief Financial Officer. "We feel positive about the strength of the trends underlying our business, and even with the currency exchange rate headwinds, are maintaining our full year 2010 financial outlook."

SolarWinds' financial outlook for the first quarter and the full year of 2010 assumed that foreign exchange rates would remain constant with those applied during the fourth quarter of 2009. If foreign exchange rates remained consistent with the rates applied during the fourth quarter of 2009, SolarWinds' total revenue for the first quarter of 2010 would have been $34.8 million, comprising license revenue of $17.9 million and maintenance revenue of $16.9 million.

Financial Outlook

As of April 26, 2010, SolarWinds is providing its financial outlook for its second quarter of 2010 and updating its outlook for the full year ending December 31, 2010. The financial information below represents forward-looking non-GAAP financial information, including an estimate of non-GAAP operating income, non-GAAP net income and non-GAAP diluted earnings per share, for the second quarter of 2010 and for the full year 2010. These non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense. SolarWinds cannot reasonably estimate the expected stock-based compensation expense for these future periods as the amounts depend upon such factors as the future price of SolarWinds' stock for purposes of computation. In addition, costs related to non-recurring items and acquisitions are not something that SolarWinds can estimate because they are a function of what non-recurring items or acquisitions, if any, occur and the kind of costs incurred in connection with any such non-recurring items or acquisitions.

Financial Outlook for Second Quarter 2010

SolarWinds management currently expects to achieve the following results for the second quarter of 2010:

-- Total revenue in the range of $36.0-$37.8 million
-- Non-GAAP operating income of $17.5-$18.5 million
-- Non-GAAP net income of $12.2-$12.9 million
-- Non-GAAP diluted earnings per share of $0.165-$0.175, or approximately
   $0.17
-- Approximately 74 million weighted average diluted shares outstanding

Financial Outlook for Full Year 2010

SolarWinds management updates its previous outlook, raises the high end of its reported revenue outlook despite the negative impact of foreign currency rates and currently expects to achieve the following results for the full year 2010:

-- Total revenue in the range of $159.0-$165.0 million
-- Non-GAAP operating income of $77.5-$80.5 million
-- Non-GAAP net income of $54.0-$56.0 million
-- Non-GAAP diluted earnings per share of $0.72-$0.75
-- Approximately 75 million weighted average diluted shares outstanding

Conference Call and Webcast

In conjunction with this announcement, SolarWinds will host a conference call today to discuss its financial results and other business at 4:00pm CDT (5:00pm EDT/2:00pm PDT). A live webcast of the event will be available on the SolarWinds Investor Relations website at http://ir.solarwinds.com. A live dial-in is available domestically at 888-455-2265 and internationally at +1-719-325-2191. It is recommended that participants access the webcast or dial into the call at least 5-10 minutes before the scheduled start time. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.

Forward-Looking Statements

This press release contains "forward-looking" statements relating to SolarWinds' possible or assumed future results of operations and potential growth and market opportunities. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "expects," "believes" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) the possibility that general economic conditions or uncertainty cause information technology spending to be reduced or purchasing decisions to be delayed; (b) the presence or absence of occasional large customer orders, including in particular those placed by the U.S. federal government; (c) the inability to increase sales to existing customers and to attract new customers; (d) SolarWinds' failure to integrate acquired businesses and any future acquisitions successfully; (e) the timing and success of new product introductions by SolarWinds or its competitors; (f) changes in SolarWinds' pricing policies or those of its competitors; (g) the loss of the relationship with a distributor that helps fulfill most of SolarWinds' sales orders from the U.S. government; (h) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity; and (i) such other risk and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the Form 10-K previously filed for the full year of 2009 and a Form 10-Q for the first quarter of 2010 that SolarWinds anticipates filing on or before May 15, 2010. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with GAAP, this press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share, revenue on a currency-neutral basis and non-GAAP weighted average shares outstanding. Each of non-GAAP operating income, non-GAAP net income, and non-GAAP diluted earnings per share exclude the impact of stock-based compensation expense, amortization of intangible assets, expenses related to the secondary offering of common stock by certain of our shareholders in the fourth quarter of 2009, lawsuit settlement and related legal fees, the write-off of debt issuance costs, and certain acquisition costs from the comparable GAAP measure. Non-GAAP net income and non-GAAP diluted earnings per share also exclude the related tax benefits of the excluded items from the comparable GAAP measure. Non-GAAP diluted earnings per share is equal to non-GAAP net income divided by non-GAAP weighted average shares outstanding, which adjusts GAAP weighted average shares outstanding for the first quarter of 2009 to assume that the conversion of our preferred stock in May 2009 occurred at the beginning of the applicable period. This press release contains a reconciliation of each of these non-GAAP measures to its most comparable GAAP financial measure.

SolarWinds believes that each of these non-GAAP financial measures provides meaningful supplemental information regarding its performance by excluding certain expenses, expenditures that may not be indicative of its core business operations. SolarWinds' management and Board of Directors use these non-GAAP measures to assess operational performance as well as to determine employee incentive compensation. Accordingly, these measures may provide helpful insight to investors on the motivation and decision-making of management in operating the business.

SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired. These items are typically interest expense, income tax expense, depreciation and amortization and stock-based compensation expense.

SolarWinds understands that, although these non-GAAP financial measures are frequently used by investors and securities analysts in their evaluations of companies, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Items such as the amortization of intangible assets, stock-based compensation expense, interest expense and income tax expense that are excluded from these non-GAAP financial measures can have a material impact on net earnings.

As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, operating income, net income, revenue or other measures of performance prepared in accordance with GAAP. SolarWinds' management and Board of Directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are included elsewhere in this press release.

About SolarWinds

SolarWinds provides powerful and affordable IT management software to more than 93,000 customers worldwide -- from Fortune 500 enterprises to small businesses. Focused on the real-world needs of network professionals, SolarWinds products are downloadable, easy to use and maintain, and provide the power, scale, and flexibility needed to manage today's complex network environments. SolarWinds' growing online community, thwack, is a gathering-place for problem-solving, technology-sharing, and participating in product development for all of SolarWinds' products.

SolarWinds, thwack, Orion and Storage Profiler are registered trademarks of SolarWinds. All other company and product names mentioned are used only for identification purposes and may be trademarks or registered trademarks of their respective companies.

                                  SolarWinds, Inc.
                     Condensed Consolidated Balance Sheets
            (In thousands, except share and per share information)
                                   (unaudited)


                                                 March 31,   December 31,
                                                   2010          2009
                                               -----------  --------------
Assets
Current assets:
  Cash and cash equivalents                    $   104,088  $      129,788
  Accounts receivable, net of allowances of
   $ 116 and $ 149 as of  March 31, 2010  and
   December 31, 2009 , respectively                 18,937          15,786
  Income tax receivable                                  5             109
  Deferred taxes                                       314             252
  Prepaid income taxes                                 807           4,675
  Other current assets                               2,563           2,116
                                               -----------  --------------
     Total current assets                          126,714         152,726

Property and equipment, net                          6,614           6,406
Debt issuance costs, net                               144             399
Deferred taxes                                       2,539           2,078
Goodwill                                            40,636          15,444
Intangible assets and other, net                    22,054           4,417
                                               -----------  --------------
     Total assets                              $   198,701  $      181,470
                                               ===========  ==============

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                             $     2,524  $        3,293
  Accrued liabilities                                5,283           4,937
  Accrued interest payable                             525             539
  Accrued earnout                                    3,743               -
  Income taxes payable                                 746             284
  Current portion of deferred revenue               41,893          37,103
  Current portion of long-term debt                      -          16,871
                                               -----------  --------------
     Total current liabilities                      54,714          63,027

Long-term liabilities:
  Deferred revenue, net of current portion           2,362           1,544
  Other long-term liabilities                          539             607
  Long-term debt, net of current portion            25,000          27,226
                                               -----------  --------------
     Total long-term liabilities                    27,901          29,377
                                               -----------  --------------
     Total liabilities                              82,615          92,404

Commitments and contingencies
Stockholders' equity:

  Common stock, $0.001 par value: 123,000,000
   shares authorized and 67,813,000 and
   66,502,098 shares issued as of March 31,
   2010 and December 31, 2009, respectively             68              67
  Additional paid-in capital                       141,776         123,083
  Accumulated other comprehensive loss                (770)           (159)
  Accumulated deficit                              (24,988)        (33,925)
                                               -----------  --------------
     Total stockholders' equity                    116,086          89,066
                                               -----------  --------------

     Total liabilities and stockholders'
      equity                                   $   198,701  $      181,470
                                               ===========  ==============




                                  SolarWinds, Inc.
                   Condensed Consolidated Statements of Income
                  (In thousands, except per share information)
                                     (unaudited)


                                             Three Months Ended March 31,
                                            --------------  --------------
                                                 2010            2009
                                            --------------  --------------

Revenue:
     License                                $       17,621  $       12,541
     Maintenance and other                          16,704          11,534
                                            --------------  --------------
                 Total revenue                      34,325          24,075

   Cost of  license revenue                            355             151
   Cost of maintenance and other revenue             1,344             978
                                            --------------  --------------
Gross profit                                        32,626          22,946

Operating expenses:
     Sales and marketing                            10,249           6,700
     Research and development                        3,627           2,426
     General and administrative                      5,321           3,865
                                            --------------  --------------
          Total operating expenses                  19,197          12,991
                                            --------------  --------------
Operating income                                    13,429           9,955

Other income (expense):
     Interest income                                    33              79
     Interest expense                                 (783)         (1,451)
     Other income                                       48               3
                                            --------------  --------------
          Total other expense                         (702)         (1,369)
                                            --------------  --------------
Income before income taxes                          12,727           8,586
     Income tax expense                              3,790           2,598
                                            --------------  --------------
Net income                                           8,937           5,988
Amount allocated to participating preferred
 stockholders                                            -          (2,930)
                                            --------------  --------------
Net income available to common stockholders $        8,937  $        3,058
                                            ==============  ==============

Net income available to common stockholders
 per share:
       Basic earnings per share available
        to common stockholders              $         0.13  $         0.11
                                            ==============  ==============
       Diluted earnings per share available
        to common stockholders              $         0.12  $         0.09
                                            ==============  ==============
Weighted shares used to compute net income
 available to common stockholders per
 share:
       Shares used in computation of basic
        earnings per share available to
        common stockholders                         67,268          28,180
                                            ==============  ==============
       Shares used in computation of
        diluted earnings per share
        available to common stockholders            72,851          33,518
                                            ==============  ==============







                                  SolarWinds, Inc.
               Reconciliation of GAAP to Non-GAAP Financial Measures
                  (In thousands, except per share information)
                                    (unaudited)


                    Three Months Ended            Three Months Ended
                      March 31, 2010                 March 31, 2009
                ----------------------------  ----------------------------
                         Adjust-      Non-             Adjust-       Non-
                  GAAP    ments       GAAP      GAAP    ments       GAAP
                -------  -------     -------  -------  -------     -------
Total revenue   $34,325  $     -     $34,325  $24,075  $     -     $24,075
Gross profit     32,626      386      33,012   22,946      168      23,114
  Operating
   expenses      19,197   (2,703)     16,494   12,991   (1,754)     11,237
                -------  -------     -------  -------  -------     -------
Operating
 income          13,429    3,089 (a)  16,518    9,955    1,922 (a)  11,877
  Total other
   expense         (702)     203 (c)    (499)  (1,369)       -      (1,369)
                -------  -------     -------  -------  -------     -------
Income before
 income taxes    12,727    3,292      16,019    8,586    1,922      10,508
   Income tax
    expense       3,790      813 (b)   4,603    2,598      359 (b)   2,957
                -------  -------     -------  -------  -------     -------
Net income      $ 8,937  $ 2,479     $11,416  $ 5,988  $ 1,563     $ 7,551
                =======  =======     =======  =======  =======     =======

(a) Reflects the reversal of amortization of intangible assets, stock-based
compensation expense and other excluded expenses as follows:

Amortization of intangible assets:

                                   Three Months Ended
                                        March 31,
                                  ---------------------
                                    2010       2009
                                  ---------  ----------
   Cost of license revenue        $     349  $      151
   Sales and marketing                    -           -
   Research and development               -           -
   General and administrative           282          38

Stock-based compensation expense:

                                    Three Months Ended
                                         March 31,
                                  ---------------------
                                    2010        2009
                                  ---------  ----------
   Cost of maintenance revenue    $      37  $       17
   Sales and marketing                  578         428
   Research and development             359         224
   General and administrative         1,347         999

Other excluded expenses:

                                    Three Months Ended
                                         March 31,
                                  ---------------------
                                    2010        2009
                                  ---------  ----------
   Lawsuit settlement and related
    legal fees                    $    (148) $       65
   Secondary offering costs              19           -
   Acquisition costs                    266           -


(b) Reflects the removal of the tax benefits associated with amortization
of intangible assets, stock-based compensation expense and other excluded
expenses.

(c) The amortization of debt issuance cost was decreased as a result of the
lower outstanding principal balance due to the repayment of the long-term
debt.






                              SolarWinds, Inc.
Reconciliation of Diluted Earnings Per Share to Non-GAAP Diluted Earnings
                                 Per Share
                (In thousands, except per share information)
                                 (unaudited)


                                                     Three Months Ended
                                                         March 31,
                                                    --------------------
                                                      2010       2009
                                                    ---------  ---------
Numerator:
Reconciliation between GAAP and non-GAAP net
 income:
   Net income                                       $   8,937  $   5,988
   Reversal of intangible assets amortization             631        189
   Reversal of stock-based compensation expense         2,321      1,668
   Reversal of debt issuance costs write-off              203          -
   Reversal of secondary offering costs                    19          -
   Reversal of lawsuit settlement costs and related
    legal fees                                           (148)        65
   Reversal of acquisition related costs                  266          -
   Reversal of tax benefits associated with above
    adjustments                                          (813)      (359)
                                                    ---------  ---------
   Non-GAAP net income                              $  11,416  $   7,551
                                                    =========  =========

Denominator:
Reconciliation between GAAP and non-GAAP weighted
 average shares used in computing diluted earnings
 per share:
   Weighted average number of shares used in
    computing diluted earnings per share               72,851     33,518
   Pro forma adjustments to reflect assumed
    weighted average effect of
    conversion of preferred stock (a)                       -     27,000
                                                    ---------  ---------
   Non-GAAP weighted average shares used in
    computing non- GAAP diluted
     earnings per share (b)                            72,851     60,518
                                                    =========  =========

   Diluted earnings per share                       $    0.12  $    0.09
                                                    =========  =========

   Non-GAAP diluted earnings per share              $    0.16  $    0.12
                                                    =========  =========

   (a) Represents common shares from the conversion of convertible
   preferred shares as if the shares were converted as of the beginning of
   the indicated period.

   (b) If the company assumed the common shares issued in the IPO were
   issued as of the beginning of the comparable period, or January 1, 2009,
   then the weighted average shares used in computing non-GAAP diluted
   earnings per share and the non-GAAP diluted earnings per share would
   have been 70,242 shares and $0.11 per share, respectively, for the three
   months ended March 31, 2009.





                                SolarWinds, Inc.
 Reconciliation of GAAP Revenue to Non-GAAP Revenue on a Constant-Currency
                                     Basis
                                 (In thousands)
                                  (unaudited)


                                                        Three Months Ended
                                                          March 31, 2010
                                                        -------------------

License revenue                                         $            17,621
Foreign exchange impact on license revenue (a)                          312
                                                        -------------------
License revenue on a constant currency basis            $            17,933
                                                        ===================


Maintenance and other revenue                                        16,704
Foreign exchange impact on maintenance and other
 revenue (a)                                                            210
                                                        -------------------
Maintenance and other revenue on a constant currency
 basis                                                  $            16,914
                                                        ===================

Total revenue                                           $            34,325
Foreign exchange impact on total revenue (a)                            522
                                                        -------------------
Total revenue on a constant currency basis              $            34,847
                                                        ===================

(a) Foreign exchange impact represents the difference between actual 2010
revenue and 2010 revenue calculated using the monthly average exchange
rates applied during the fourth quarter of 2009.






                                  SolarWinds, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (In thousands)
                                    (unaudited)


                                                       Three Months Ended
                                                           March 31,
                                                     ---------------------
                                                       2010        2009
                                                     ---------   ---------

Cash flows from operating activities
  Net income                                         $   8,937   $   5,988
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                        1,104         493
    Provision for doubtful accounts                         24         123
    Stock-based compensation expense                     2,321       1,668
    Deferred taxes                                        (680)       (433)
    Excess tax benefit from stock-based
     compensation                                       (3,883)          -
    Other non-cash expenses                                304         373
  Changes in operating assets and liabilities, net
   of assets acquired and liabilities assumed in
   business combinations:
    Accounts receivable                                 (3,460)      2,356
    Income taxes receivable                                100         245
    Prepaid income taxes                                 3,868           -
    Prepaid & other current assets                        (523)       (319)
    Accounts payable                                      (760)         68
    Accrued liabilities                                    391          76
    Accrued interest payable                               (14)       (653)
    Income taxes payable                                 4,449       2,783
    Deferred revenue and other liabilities               3,745       2,163
                                                     ---------   ---------
      Net cash provided by operating activities         15,923      14,931

Cash flows from investing activities
  Purchases of property and equipment                     (582)       (414)
  Purchases of intangible assets                          (101)       (150)
  Acquisition of businesses                            (28,039)        (20)
                                                     ---------   ---------
      Net cash used in investing activities            (28,722)       (584)

Cash flows from financing activities
  Repayment of long-term debt                          (19,097)     (7,161)
  Exercise of stock options                              3,269          80
  Excess tax benefit from stock-based compensation       3,883           -
  Repayments of capital lease obligations                   (7)         (6)
  Payments for initial public offering costs                 -         (22)
                                                     ---------   ---------
      Net cash used in financing activities            (11,952)     (7,109)
Effect of exchange rate changes on cash and cash
 equivalents                                              (949)       (598)
                                                     ---------   ---------
  Net (decrease) increase in cash and cash
   equivalents                                         (25,700)      6,640
Cash and cash equivalents
  Beginning of period                                  129,788      40,566
                                                     ---------   ---------
  End of period                                      $ 104,088   $  47,206
                                                     =========   =========
Supplemental disclosure of cash flow information
  Cash paid for interest                             $     538   $   2,011
                                                     =========   =========

  Cash received for income taxes                     $  (3,947)  $       -
                                                     =========   =========

Noncash investing and financing transactions
  Accrued earnout                                    $   3,743   $       -
                                                     =========   =========
  Stock issued for acquisition                       $   9,221   $       -
                                                     =========   =========

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