For the three months ended September 30, 2021, EsoGuard related revenues were $0.2 million and gross profit was $56 thousand. Operating expenses were approximately $13.7 million as detailed below including $4.0 million in stock-based compensation expense. GAAP net loss attributable to common stockholders was approximately $12.3 million, or $(0.15) per common share. As shown below and for the purpose of illustrating the effect of derivative accounting and other non-cash income and expenses on the Company’s financial results, the Company’s preliminary non-GAAP adjusted loss for the three months ended September 30, 2021 was approximately $8.2 million or $(0.10) per common share.
PAVmed had cash and cash equivalents of $37.3 million as of September 30, 2021, compared with $17.3 million as of December 31, 2020. On a proforma basis, had the Lucid Diagnostics IPO occurred on September 30, 2021, cash would have been approximately $93.7 million after giving effect to underwriting commissions and financial advisory fees.
The unaudited financial results for the three and six months ended September 30, 2021, will be filed with the SEC on Form 10-Q in the coming days and will be available at www.pavmed.com or www.sec.gov. PAVmed has elected the automatic 5-day extension for filing its Form 10-Q for the third quarter. If filed on or before November 22, 2021, the SEC report will be considered timely filed. The Lucid Diagnostics Form 10-Q is due 45 days from the effective date of the IPO registration, or November 29, 2021. We intend to file both 10-Q’s concurrently during the PAVmed extension period.
PAVmed Non-GAAP Measures
To supplement our unaudited financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include net loss before interest, taxes, depreciation, and amortization (EBITDA) and non-GAAP adjusted loss, which further adjusts EBITDA for stock-based compensation expense, loss on the issuance or modification of convertible securities, the periodic change in fair value of convertible securities, and loss on debt extinguishment. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.
Non-GAAP financial measures are presented with the intent of providing greater transparency to information used by us in our financial performance analysis and operational decision-making. We believe these non-GAAP financial measures provide meaningful information to assist investors, shareholders, and other readers of our unaudited financial statements in making comparisons to our historical financial results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not intended to be, and should not be, a substitute for, considered superior to, considered separately from or as an alternative to, the most directly comparable GAAP financial measures.
Non-GAAP financial measures are provided to enhance readers’ overall understanding of our current financial results and to provide further information for comparative purposes. Management believes the non-GAAP financial measures provide useful information to management and investors by isolating certain expenses, gains and losses that may not be indicative of our core operating results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP adjusted loss and its presentation is intended to help the reader understand the effect of the loss on the issuance or modification of convertible securities, the periodic change in fair value of convertible securities, the loss on debt extinguishment and the corresponding accounting for non-cash charges on financial performance. In addition, management believes non-GAAP financial measures enhance the comparability of results against prior periods.
A reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures included in this press release for the three and six months ended September 30, 2021, and 2020 is as follows:
For the three months ended | For the nine months ended | |||||||||||||||
(ooo's except per-share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Revenue | $ | 200 | $ | - | $ | 200 | $ | - | ||||||||
Gross profit | 56 | - | 56 | - | ||||||||||||
Operating expenses | 13,724 | 5,528 | 34,770 | 15,795 | ||||||||||||
Loss from operations | (13,668 | ) | (5,528 | ) | (34,714 | ) | (15,795 | ) | ||||||||
Net income (loss) per common share, basic and diluted | $ | (0.15 | ) | $ | (0.11 | ) | $ | (0.42 | ) | $ | (0.57 | ) | ||||
Net loss attributable to common stockholders | (12,294 | ) | (5,557 | ) | (33,345 | ) | (25,751 | ) | ||||||||
Preferred Stock dividends and deemed dividends | 67 | 74 | 216 | 215 | ||||||||||||
Net income (loss) as reported | (12,227 | ) | (5,483 | ) | (33,129 | ) | (25,536 | ) | ||||||||
Adjustments: | ||||||||||||||||
Depreciation and amortization expense1 | 38 | 8 | 60 | 17 | ||||||||||||
Interest expense, net2 | - | - | - | 53 | ||||||||||||
EBITDA | (12,189 | ) | (5,475 | ) | (33,069 | ) | (25,466 | ) | ||||||||
Other non-cash or financing related expenses: | ||||||||||||||||
Stock-based compensation expense3 | 3,991 | 586 | 10,629 | 1,458 | ||||||||||||
Debt extinguishment/debt forgiveness2 | - | 663 | 3,415 | 4,600 | ||||||||||||
Acquisition related1 | - | - | 133 | - | ||||||||||||
Change in FV convertible debt2 | - | (367 | ) | (1,682 | ) | 5,521 | ||||||||||
Offering costs convertible debt2 | - | 50 | - | 660 | ||||||||||||
Non-GAAP adjusted (loss) | (8,198 | ) | (4,543 | ) | (20,574 | ) | (13,227 | ) | ||||||||
Basic and Diluted shares outstanding | 83,307 | 48,381 | 79,874 | 45,564 | ||||||||||||
Non-GAAP adjusted (loss) income per share | ($ | 0.10 | ) | ($ | 0.09 | ) | ($ | 0.26 | ) | ($ | 0.29 | ) | ||||
1 Included in general and administrative expenses in the financial statements | ||||||||||||||||
2 Included in other income and expenses | ||||||||||||||||
3 Stock-based compensation ("SBC") expenses: | ||||||||||||||||
(ooo's except per-share amounts) | For the three months | For the nine months | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Commercial operations expense total | 2,432 | 687 | 5,792 | 1,532 | ||||||||||||
Stock-based compensation expense | (341 | ) | (85 | ) | (840 | ) | (183 | ) | ||||||||
Net commercial operations expense excluding SBC | 2,091 | 602 | 4,952 | 1,349 | ||||||||||||
General and administrative expense total | 5,987 | 2,222 | 16,100 | 6,942 | ||||||||||||
Stock-based compensation expense | (3,339 | ) | (363 | ) | (9,062 | ) | (948 | ) | ||||||||
Net general and administrative expense excluding SBC | 2,648 | 1,859 | 7,038 | 5,994 | ||||||||||||
Research and development expense total | 5,305 | 2,619 | 12,878 | 7,321 | ||||||||||||
Stock-based compensation expense | (310 | ) | (138 | ) | (727 | ) | (327 | ) | ||||||||
Net research and development expense excluding SBC | 4,995 | 2,481 | 12,151 | 6,994 | ||||||||||||
Total operating expenses | 13,724 | 5,528 | 34,770 | 15,795 | ||||||||||||
Stock-based compensation expense | (3,990 | ) | (586 | ) | (10,629 | ) | (1,458 | ) | ||||||||
Net operating expenses excluding SBC | 9,734 | 4,942 | 24,141 | 14,337 | ||||||||||||
Lucid Diagnostics (Nasdaq: LUCD) Preliminary Financial Results
For the three months ended September 30, 2021, EsoGuard related revenues were $0.2 million and gross profit was $56 thousand. Operating expenses were approximately $6.6 million as detailed below including $2.8 million in stock-based compensation expense. GAAP net loss was approximately $7.0 million, or $(0.49) per common share. As shown below and for the purpose of illustrating the effect of stock-based compensation and other non-cash income and expenses on the Company’s financial results, the Company’s preliminary non-GAAP adjusted loss for the three months ended September 30, 2021 was approximately $3.7 million or $(0.26) per common share.
Lucid had cash and cash equivalents of $21 thousand as of September 30, 2021, compared with $111 thousand as of December 31, 2020. On proforma basis had the Lucid Diagnostics IPO occurred on September 30, 2021, cash would have been approximately $64.4 million after giving effect to underwriting commissions and financial advisory fees.
The unaudited financial results for the three and six months ended September 30, 2021, will be filed with the SEC on Form 10-Q in the coming days and will be available at www.luciddx.com or www.sec.gov. The Lucid Diagnostics Form 10-Q is due 45 days from the effective date of the IPO registration, or November 29, 2021. We intend to file Lucid’s 10-Q concurrently with PAVmed’s Form 10-Q during the PAVmed extension period.
Lucid Non-GAAP Measures
To supplement our unaudited financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include net loss before interest, taxes, depreciation, and amortization (EBITDA) and non-GAAP adjusted loss, which further adjusts EBITDA for stock-based compensation expense and other non-cash income and expenses, if any. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.
Non-GAAP financial measures are presented with the intent of providing greater transparency to information used by us in our financial performance analysis and operational decision-making. We believe these non-GAAP financial measures provide meaningful information to assist investors, shareholders, and other readers of our unaudited financial statements in making comparisons to our historical financial results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not intended to be, and should not be, a substitute for, considered superior to, considered separately from or as an alternative to, the most directly comparable GAAP financial measures.
Non-GAAP financial measures are provided to enhance readers’ overall understanding of our current financial results and to provide further information for comparative purposes. Management believes the non-GAAP financial measures provide useful information to management and investors by isolating certain expenses, gains and losses that may not be indicative of our core operating results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP adjusted loss and its presentation is intended to help the reader understand the effect of the loss on the issuance or modification of convertible securities, the periodic change in fair value of convertible securities, the loss on debt extinguishment and the corresponding accounting for non-cash charges on financial performance. In addition, management believes non-GAAP financial measures enhance the comparability of results against prior periods.
A reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures included in this press release for the three and six months ended September 30, 2021, and 2020 is as follows:
For the three months ended | For the nine months ended | |||||||||||||||
(ooo's except per-share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Revenue | $ | 200 | $ | - | $ | 200 | $ | - | ||||||||
Gross profit | 56 | - | 56 | - | ||||||||||||
Operating expenses | 6,566 | 2,022 | 16,234 | 5,549 | ||||||||||||
Interest expense | 447 | 594 | ||||||||||||||
Net loss | (6,957 | ) | (2,022 | ) | (16,772 | ) | (5,549 | ) | ||||||||
Net income (loss) per common share, basic and diluted | $ | (0.49 | ) | $ | (0.14 | ) | $ | (1.19 | ) | $ | (0.39 | ) | ||||
Adjustments: | ||||||||||||||||
Depreciation and amortization expense1 | - | - | 3 | - | ||||||||||||
Interest expense, net3 | 447 | - | 594 | - | ||||||||||||
EBITDA | (6,510 | ) | (2,022 | ) | (16,175 | ) | (5,549 | ) | ||||||||
Other non-cash or financing related expenses: | ||||||||||||||||
Stock-based compensation expense3 | 2,772 | 16 | 6,157 | 49 | ||||||||||||
Non-GAAP adjusted (loss) | (3,738 | ) | (2,006 | ) | (10,018 | ) | (5,500 | ) | ||||||||
Basic and Diluted shares outstanding | 14,115 | 14,115 | 14,115 | 14,114 | ||||||||||||
Non-GAAP adjusted (loss) income per share | ($0.26 | ) | ($0.14 | ) | ($0.71 | ) | ($0.39 | ) | ||||||||
1 Included in general and administrative expenses in the financial statements | ||||||||||||||||
2 Included in other income and expenses | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
3 Stock-based compensation ("SBC") expenses: | ||||||||||||||||
Commercial operations expense total | 978 | 335 | 2,689 | 672 | ||||||||||||
Stock-based compensation expense | - | - | - | - | ||||||||||||
Net commercial operations expense excluding SBC | 978 | 335 | 2,689 | 672 | ||||||||||||
General and administrative expense total | 3,398 | 471 | 7,731 | 1,260 | ||||||||||||
Stock-based compensation expense | (2,695 | ) | - | (5,988 | ) | - | ||||||||||
Net general and administrative expense excluding SBC | 703 | 471 | 1,743 | 1,260 | ||||||||||||
Research and development expense total | 2,190 | 1,216 | 5,814 | 3,617 | ||||||||||||
Stock-based compensation expense | (77 | ) | (16 | ) | (168 | ) | (49 | ) | ||||||||
Net research and development expense excluding SBC | 2,113 | 1,200 | 5,646 | 3,568 | ||||||||||||
Total operating expenses | 6,566 | 2,022 | 16,234 | 5,549 | ||||||||||||
Stock-based compensation expense | (2,772 | ) | (16 | ) | (6,156 | ) | (49 | ) | ||||||||
Net operating expenses excluding SBC | 3,794 | 2,006 | 10,078 | 5,500 | ||||||||||||
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