Provides Update to Full Year 2023 Financial GuidancePRINCETON, N.J., Aug. 09, 2023 (GLOBE NEWSWIRE) — Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2023. Second Quarter Highlights: Revenue was $90.5 million, compared to $82.8 million in the second quarter of 2022, representing growth of 9% over the second quarter of 2022 on a reported basis and 10% at constant currency.Net income was $4.7 million, compared to a net loss of $0.6 million in the second quarter of 2022.Adjusted EBITDA was $32.4 million, compared to $28.0 million in the second quarter of 2022. “During the second quarter our software business performed well, but we experienced lower growth than expected in our services business due to cautious spending among smaller biotech customers, as well as a slow recovery in our regulatory business. While we are not satisfied with this quarter’s results and they have led us to restate our outlook for 2023 based on current market dynamics, we believe the fundamental health of the drug development market and the increasing acceptance and adoption of biosimulation technology provide an excellent opportunity for us to continue to invest in the growth of Certara,” said William F. Feehery, Chief Executive Officer. “We believe continued strength in software sales reflects a healthy market for technology that accelerates new medicine development and anticipate demand improvement in the services business as we move into 2024.” Second Quarter 2023 Results “Certara’s second quarter performance reflects strong software revenue and bookings performance, each growing 17%, while services revenue grew 5% and services bookings declined, as compared to the same period a year ago. The software business continues to perform well, delivering a strong renewal rate of 93% in the quarter, with customers continuing to recognize the unique value proposition of the Certara platform. The weakness in our services bookings was a result of more cautious spending among our customers. Notably, adjusted EBITDA margins remained in line with our expectations during the quarter,” said John Gallagher, Chief Financial Officer. Total revenue for the second quarter of 2023 was $90.5 million, representing growth of 9% over the second quarter of 2022. The overall increase in revenues was primarily due to growth in our technology-driven services and software product offerings from strong renewal rates, client expansions, and new customers. On a constant currency basis, total revenue for the second quarter of 2023 was $90.6 million, representing growth of 10% over the second quarter of 2022. Please see note (1) in the section A Note on Non-GAAP Financial Measures below for more information on constant currency revenue. Total cost of revenue for the second quarter of 2023 was $36.2 million, an increase of $1.0 million from $35.2 million in the second quarter of 2022, primarily due to a $0.6 million increase in employee-related costs resulting from billable head count growth, a $0.4 million increase in stock-based compensation costs, a $0.2 million increase in intangible assets amortization, a $0.1 million increase in equipment, and a $0.1 million increase in travel expenses, partially offset by a $0.5 million decrease in professional and consulting costs. Total operating expenses for the second quarter of 2023 were $41.2 million, which decreased by $2.2 million from $43.4 million in the second quarter of 2022, primarily due to a $6.3 million decrease in stock-based compensation cost, partially offset by a $2.9 million increase in employee-related costs, a $1.3 million increase in expense from remeasuring fair value of contingent consideration related to the Vyasa business acquisition. Net income for the second quarter of 2023 was $4.7 million, compared to a net loss of $0.6 million in the second quarter of 2022. The $5.3 million increase in net income was primarily due to a $8.9 million increase in operating income, as explained above, offset by a $3.6 million increase in other expenses and taxes, Diluted earnings per share for the second quarter 2023 was $0.03, as compared to $0.00 in the second quarter of 2022. Adjusted EBITDA for the second quarter of 2023 was $32.4 million compared to $28.0 million for the second quarter of 2022, representing 16% growth. See note (2) in the section A Note on Non-GAAP Financial Measures below for more information on adjusted EBITDA. Adjusted net income for the second quarter of 2023 was $18.4 million compared to $14.6 million for the second quarter of 2022, representing 26% growth. Adjusted diluted earnings per share for the second quarter 2023 was $0.12 compared to $0.09 for the second quarter of 2022. See note (3) in the section A Note on Non-GAAP Financial Measures below for more information on adjusted net income and adjusted diluted earnings per share. THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2023 2022 2023 2022Key Financials (in millions, except per share data)Revenue $90.5 $82.8 $180.8 $164.3Net income (loss) $4.7 $(0.6) $6.1 $1.6Diluted earnings per share $0.03 $0.00 $0.04 $0.01Adjusted EBITDA $32.4 $28.0 $64.7 $55.6Adjusted net income $18.4 $14.6 $37.7 $31.5Adjusted diluted earnings per share $0.12 $0.09 $0.24 $0.20Cash and cash equivalents $245.2 $194.8 2023 Financial Outlook Certara is updating its previously reported guidance for full year 2023. We expect the following: Full year 2023 revenue to be in the range of $345 million to $360 million. Full year 2023 adjusted EBITDA to be in the range of $120 million to $128 million. Full year adjusted diluted earnings per share to be in the range of $0.44 – $0.48. Fully diluted shares to be in the range of 159 million to 162 million. Webcast and Conference Call Details Certara will host a conference call today, August 9, 2023, at 5:00 p.m. ET to discuss its second quarter 2023 financial results. Investors interested in listening to the conference call are required to register online in advance of the call. A live and archived webcast of the event will be available on the “Investors” section of the Certara website at https://ir.certara.com. About Certara Certara accelerates medicines using proprietary biosimulation software, technology and services to transform traditional drug discovery and development. Its clients include more than 2,300 biopharmaceutical companies, academic institutions, and regulatory agencies across 70 countries. Please visit our website at www.certara.com. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investor Relations section of our website at https://ir.certara.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts. Forward-Looking Statements This press release contains certain statements that constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, with respect to the Company’s future business and financial performance, revenue, margin, and bookings. These statements typically contain words such as “believe,” “may,” “potential,” “will,” “plan,” “could,” “estimate,” “expects” and “anticipates” or the negative of these words or other similar terms or expressions. Any statement in this press release that is not a statement of historical fact is a forward-looking statement and involves significant risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot provide any assurance that these expectations will prove to be correct. You should not rely upon forward-looking statements as predictions of future events and actual results, events, or circumstances. Actual results may differ materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond our control, including the Company’s ability to compete within its market; any deceleration in, or resistance to, the acceptance of model-informed biopharmaceutical discovery; changes or delays in relevant government regulation; increasing competition, regulation and other cost pressures within the pharmaceutical and biotechnology industries; economic conditions, including inflation, recession, currency exchange fluctuation and adverse developments in the financial services industry; trends in research and development (R&D) spending; delays or cancellations in projects due to supply chain interruptions or disruptions or delays to pipeline development and clinical trials experienced by our customers; consolidation within the biopharmaceutical industry; reduction in the use of the Company’s products by academic institutions; pricing pressures; the Company’s ability to successfully enter new markets, increase its customer base and expand its relationships with existing customers; the impact of acquisitions and our ability to successfully integrate such acquisitions; the occurrence of natural disasters and epidemic diseases; any delays or defects in the release of new or enhanced software or other biosimulation tools; failure of our existing customers to renew their software licenses or any delays or terminations of contracts or reductions in scope of work by its existing customers; our ability to accurately estimate costs associated with its fixed-fee contracts; our ability to retain key personnel or recruit additional qualified personnel; lower utilization rates by our employees as a result of natural disasters and epidemic diseases; risks related to our contracts with government customers; our ability to sustain recent growth rates; our ability to successfully operate a global business; our ability to comply with applicable laws and regulations; risks related to litigation; the adequacy of its insurance coverage and ability to obtain adequate insurance coverage in the future; our ability to perform in accordance with contractual requirements, regulatory standards and ethical considerations; the loss of more than one of our major customers; future capital needs; the ability of our bookings to accurately predict future revenue and our ability to realize revenue on bookings; disruptions in the operations of the third-party providers who host our software solutions or any limitations on their capacity; our ability to reliably meet data storage and management requirements, or the experience of any failures or interruptions in the delivery of our services over the internet; our ability to comply with the terms of any licenses governing use of third-party open source software; any breach of its security measures or unauthorized access to customer data; our ability to adequately enforce or defend ownership and use of our intellectual property and other proprietary rights; any allegations of infringement, misappropriation or violations of a third party’s intellectual property rights; our ability to meet obligations under indebtedness and have sufficient capital to operate our business; any limitations on our ability to pursue business strategies due to restrictions under our current or future indebtedness; any impairment of goodwill or other intangible assets; our ability to use our net operating losses and R&D tax credit carryforwards; the accuracy of management’s estimates and judgments relating to critical accounting policies and changes in financial reporting standards or interpretations; any inability to design, implement, and maintain effective internal controls or inability to remediate any internal controls deemed ineffective; the costs and management time associated with operating as a publicly traded company; and the other factors detailed under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in our Securities and Exchange Commission (“SEC”) filings, and reports, including the Form 10-K filed by the Company with the Securities and Exchange Commission on March 1, 2023, and subsequent reports filed with the SEC. Any forward-looking statements speak only as of the date of this release and, except to the extent required by applicable securities laws, we expressly disclaim any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. Factors that may materially affect our results and those risks listed in filings with the SEC. A Note on Non-GAAP Financial Measures This press release contains “non-GAAP measures” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, the Company makes use of the non-GAAP financial measures adjusted EBITDA, adjusted net income (loss), adjusted diluted earnings per share, and constant currency (“CC”) revenue, which are not recognized terms under GAAP. These measures should not be considered as alternatives to net income (loss) or GAAP diluted earnings per share or revenue as measures of financial performance or any other performance measure derived in accordance with GAAP and should not be considered a measure of discretionary cash available to the Company to invest in the growth of its business. The presentation of these measures has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the Company’s results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. You should refer to the footnotes below as well as the “Non-GAAP Financial Measures” section in this press release below for a further explanation of these measures and reconciliations of these non-GAAP measures in specific periods to their most directly comparable financial measure calculated and presented in accordance with GAAP for those periods. Management uses various financial metrics, including total revenues, income (loss) from operations, net income (loss), and certain non-GAAP measures, including those discussed above, to measure and assess the performance of the Company’s business, to evaluate the effectiveness of its business strategies, to make budgeting decisions, to make certain compensation decisions, and to compare the Company’s performance against that of other peer companies using similar measures. In addition, management believes these metrics provide useful measures for period-to-period comparisons of the Company’s business, as they remove the effect of certain non-cash expenses and other items not indicative of its ongoing operating performance. Management believes that adjusted EBITDA, adjusted net income (loss), adjusted diluted earnings per share, and CC revenue are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical periods. In addition, each of these measures is frequently used by analysts, investors, and other interested parties to evaluate and assess performance. Furthermore, our business has operations outside the United States that are conducted in local currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We adjust revenues for constant currency to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance. Please note that the Company has not reconciled the adjusted EBITDA or adjusted diluted earnings per share forward-looking guidance included in this press release to the most directly comparable GAAP measures because this cannot be done without unreasonable effort due to the variability and low visibility with respect to costs related to acquisitions, financings, and employee stock compensation programs, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results. (1)CC revenue excludes the effects of foreign currency exchange rate fluctuations by assuming constant foreign currency exchange rates used for translation. Current periods revenue reported in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rates in effect for the comparable prior periods.(2)Adjusted EBITDA represents net income excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, intangible asset amortization, equity-based compensation expense, change in fair value of contingent consideration, acquisition and integration expense and other items not indicative of our ongoing operating performance.(3)Adjusted net income and adjusted diluted earnings per share exclude the effect of equity-based compensation expense, amortization of acquisition-related intangible assets, change in fair value of contingent consideration, acquisition and integration expense, and other items not indicative of our ongoing operating performance as well as income tax provision adjustment for such charges. In evaluating adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, you should be aware that in the future the Company may incur expenses similar to those eliminated in this presentation and this presentation should not be construed as an inference that future results will be unaffected by unusual items. Contacts: Investor Relations Contact: David DeuchlerGilmartin Groupir@certara.com Media Contact:Daniel YungerKekst CNCdaniel.yunger@kekstcnc.com CERTARA, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30,(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2023 2022 2023 2022 Revenues $90,450 $82,760 $180,751 $164,311 Cost of revenues 36,224 35,194 71,080 67,983 Operating expenses: Sales and marketing 8,111 7,121 16,113 13,232 Research and development 7,888 7,741 17,175 15,289 General and administrative 14,245 17,778 34,017 36,117 Intangible asset amortization 10,582 10,355 21,117 20,504 Depreciation and amortization expense 361 422 772 904 Total operating expenses 41,187 43,417 89,194 86,046 Income from operations 13,039 4,149 20,477 10,282 Other income (expenses): Interest expense (5,668) (3,879) (11,143) (7,107)Net other income 1,010 2,521 1,516 3,362 Total other expenses (4,658) (1,358) (9,627) (3,745)Income before income taxes 8,381 2,791 10,850 6,537 Provision of income taxes 3,675 3,380 4,786 4,916 Net Income (loss) $4,706 $(589) $6,064 $1,621 Net income per share attributable to common stockholders: Basic $0.03 $— $0.04 $0.01 Diluted $0.03 $— $0.04 $0.01 Weighted average common shares outstanding: Basic 158,955,822 156,478,724 158,568,575 156,209,335 Diluted 159,906,972 156,478,724 159,817,688 159,293,362 CERTARA, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED) JUNE 30, DECEMBER 31,(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2023 2022 Assets Current assets: Cash and cash equivalents $245,190 $236,586 Accounts receivable, net of allowance for credit losses of $460 and $1,250, respectively 83,952 82,584 Restricted cash 3,020 3,102 Prepaid expenses and other current assets 20,882 19,980 Total current assets 353,044 342,252 Other assets: Property and equipment, net 2,206 2,400 Operating lease right-of-use assets 12,326 14,427 Goodwill 721,853 717,743 Intangible assets, net of accumulated amortization of $244,974 and $217,705, respectively 473,805 486,782 Deferred income taxes 3,703 3,703 Other long-term assets 5,283 5,615 Total assets $1,572,220 $1,572,922 Liabilities and stockholders’ equity Current liabilities: Accounts payable $3,789 $7,533 Accrued expenses 38,654 35,403 Current portion of deferred revenue 52,788 52,209 Current portion of long-term debt 3,020 3,020 Other current liabilities 4,645 4,993 Total current liabilities 102,896 103,158 Long-term liabilities: Deferred revenue, net of current portion 2,056 2,815 Deferred income taxes 54,677 65,046 Operating lease liabilities, net of current portion 8,285 10,133 Long-term debt, net of current portion and debt discount 289,104 289,988 Other long-term liabilities 18,028 22,121 Total liabilities 475,046 493,261 Commitments and contingencies Stockholders’ equity: Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively — — Common shares, $0.01 par value, 600,000,000 shares authorized, 160,171,493 and 159,676,150 shares issued as of June 30, 2023 and December 31, 2022, respectively; 159,777,284 and 159,525,943 shares outstanding as of June 30, 2023 and December 31, 2022, respectively 1,601 1,596 Additional paid-in capital 1,162,317 1,150,168 Accumulated deficit (54,809) (60,873)Accumulated other comprehensive loss (3,173) (8,230)Treasury stock at cost, 394,209 and 150,207 shares at June 30, 2023 and December 31, 2022, respectively (8,762) (3,000)Total stockholders’ equity 1,097,174 1,079,661 Total liabilities and stockholders’ equity $1,572,220 $1,572,922 CERTARA, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) SIX MONTHS ENDED JUNE 30,(IN THOUSANDS) 2023 2022 Cash flows from operating activities: Net income $6,064 $1,621 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 772 904 Amortization of intangible assets 26,286 25,161 Amortization of debt issuance costs 765 771 Provision for credit losses (172) 217 Loss on retirement of assets 29 7 Equity-based compensation expense 12,153 17,014 Change in fair value of contingent considerations 2,559 — Deferred income taxes (10,237) (5,607)Changes in assets and liabilities Accounts receivable (272) (5,706)Prepaid expenses and other assets 494 4,586 Accounts payable and accrued expenses (8,343) (7,934)Deferred revenue (2,083) 3,186 Change in other liabilities — (1,158)Net cash provided by operating activities 28,015 33,062 Cash flows from investing activities: Capital expenditures (588) (859)Capitalized development costs (6,270) (5,172)Investment in intangible assets (54) — Business acquisitions, net of cash acquired (7,550) (5,883)Net cash used in investing activities (14,462) (11,914)Cash flows from financing activities: Payments on long-term debt and finance lease obligations (1,535) (1,654)Payments on financing component of interest rate swap — (1,085)Payment of taxes on shares withheld for employee taxes (5,735) (2,312)Net cash used by financing activities (7,270) (5,051)Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash 2,239 (4,471)Net increase in cash and cash equivalents, and restricted cash 8,522 11,626 Cash and cash equivalents, and restricted cash, at beginning of period 239,688 186,624 Cash and cash equivalents, and restricted cash, at end of period $248,210 $198,250 NON-GAAP FINANCIAL MEASURES The following table reconciles net income to adjusted EBITDA: THREE MONTHS ENDED SIX MONTHS ENDED 2023 2022 2023 2022 ( in thousands)Net income (loss)(a) $4,706 $(589) $6,064 $1,621 Interest expense(a) 5,668 3,879 11,143 7,107 Interest income(a) (2,210) (14) (3,564) (25)Provision for income taxes(a) 3,675 3,380 4,786 4,916 Depreciation and amortization expense(a) 361 422 772 904 Intangible asset amortization(a) 13,173 12,711 26,286 25,161 Currency (gain) loss(a) 1,120 (2,558) 2,014 (3,263)Equity-based compensation expense(b) 3,610 9,501 12,153 17,014 Change in fair value of contingent consideration(d) 1,298 — 2,559 — Acquisition-related expenses(e) 692 806 1,884 1,078 Integration expense(f) 55 — 157 — Transaction-related expenses(g) — 111 — 128 Loss on disposal of fixed assets(h) 25 2 29 7 Executive recruiting expense(i) 200 — 396 — First-year Sarbanes-Oxley implementation costs(j) — 308 — 961 Adjusted EBITDA $32,373 $27,959 $64,679 $55,609 The following table reconciles net income to adjusted net income: THREE MONTHS ENDED SIX MONTHS ENDED 2023 2022 2023 2022 (in thousands)Net income (loss)(a) $4,706 $(589) $6,064 $1,621 Currency (gain) loss(a) 1,120 (2,558) 2,014 (3,263)Equity-based compensation expense(b) 3,610 9,501 12,153 17,014 Amortization of acquisition-related intangible assets(c) 11,259 11,099 22,515 21,979 Change in fair value of contingent consideration(d) 1,298 — 2,559 — Acquisition-related expenses(e) 692 806 1,884 1,078 Integration expense(f) 55 — 157 — Transaction-related expenses(g) — 111 — 128 Loss on disposal of fixed assets(h) 25 2 29 7 Executive recruiting expense(i) 200 — 396 — First-year Sarbanes-Oxley implementation costs(j) — 308 — 961 Income tax expense impact of adjustments(k) (4,602) (4,063) (10,097) (7,979)Adjusted net income $18,363 $14,617 $37,674 $31,546 The following tables reconciles diluted earnings per share to adjusted diluted earnings per share: THREE MONTHS ENDED SIX MONTHS ENDED 2023 2022 2023 2022 Diluted earnings per share(a) $0.03 $— $0.04 $0.01 Currency (gain) loss(a) 0.01 (0.02) 0.01 (0.02)Equity-based compensation expense(b) 0.02 0.06 0.08 0.11 Amortization of acquisition-related intangible assets(c) 0.07 0.06 0.14 0.13 Change in fair value of contingent consideration(d) 0.01 — 0.02 — Acquisition-related expenses(e) 0.01 0.01 0.01 0.01 Integration expense(f) — — — — Transaction-related expenses(g) — — — — Loss on disposal of fixed assets(h) — — — — Executive recruiting expense(i) — — — — First-year Sarbanes-Oxley implementation costs(j) — 0.01 — 0.01 Income tax expense impact of adjustments(k) (0.03) (0.03) (0.06) (0.05)Adjusted Diluted Earnings Per Share $0.12 $0.09 $0.24 $0.20 Basic weighted average common shares outstanding 158,955,822 156,478,724 158,568,575 156,209,335 Effect of potentially dilutive shares outstanding(l) 951,150 2,946,216 1,249,113 3,084,027 Adjusted diluted weighted average common shares outstanding 159,906,972 159,424,940 159,817,688 159,293,362 The following tables reconcile revenues to the revenues adjusted for constant currency: THREE MONTHS ENDED CHANGE 2023 2023 2022 $ % $% Actual CC Actual Actual Actual CC Impact (GAAP) (non-GAAP) (GAAP) (GAAP) (GAAP) (non-GAAP) (non-GAAP) (in thousands except percentage)Revenue Software $33,723 $33,850 $28,724 $4,999 17% $127 18%Services 56,727 56,792 54,036 2,691 5% 65 5%Total Revenue $90,450 $90,642 $82,760 $7,690 9% $192 10% SIX MONTHS ENDED CHANGE 2023 2023 2022 $ % $ % Actual CC Actual Actual Actual CC Impact (GAAP) (non-GAAP) (GAAP) (GAAP) (GAAP) (non-GAAP) (non-GAAP) (in thousands except percentage)Revenue Software $66,728 $67,695 $57,917 $8,811 15% $967 17%Services 114,023 114,843 106,394 7,629 7% 820 8%Total Revenue $180,751 $182,538 $164,311 $16,440 10% $1,787 11%(a)Represents amounts as determined under GAAP.(b)Represents expense related to equity-based compensation. Equity-based compensation has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.(c)Represents amortization costs associated with acquired intangible assets in connection with business acquisitions.(d)Represents expense associated with remeasuring fair value of contingent consideration of business acquisition.(e)Represents costs associated with mergers and acquisitions and any retention bonuses pursuant to the acquisitions.(f)Represents integration costs related to post – acquisition integration activities.(g)Represents costs associated with our public offerings that are not capitalized.(h)Represents the gain/loss related to disposal of fixed assets.(i)Represents recruiting and relocation expenses related to hiring senior executives.(j)Represents the first-year Sarbanes-Oxley costs for accounting and consulting fees related to the Company’s preparation to comply with Section 404 of the Sarbanes-Oxley Act, as well as implementation cost of adopting ASC 842.(k)Represents the income tax effect of the non-GAAP adjustments calculated using the applicable statutory rate by jurisdiction.(l)Represents potentially dilutive shares that were included from our GAAP diluted weighted average common shares outstanding.