1: 8-K (8-K)

To Top

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 13, 2021

CYNERGISTEK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

000-2750737-1867101
(Commission File Number)(I.R.S. Employer Identification No.)

11940 Jollyville Road, Suite 300-N

Austin, Texas 78759

(Address of principal executive offices)

(512) 402-8550

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueCTEKNYSE American

Unauthorized Disclosure Prohibited



Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Unauthorized Disclosure Prohibited



Item 2.02. Results of Operations and Financial Condition.

On May 13, 2021, CynergisTek, Inc., a Delaware corporation (the “Company”) issued a press release disclosing its financial results for the first quarter ended March 31, 2021.  A copy of the press release is furnished as Exhibit 99.1 herewith.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1*Press Release of CynergisTek, Inc. dated May 13, 2021

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CYNERGISTEK, INC.
Date:May 13, 2021
By:/s/ Paul T. Anthony
Name:Paul T. Anthony
Title:Chief Financial Officer

Unauthorized Disclosure Prohibited

2: Press Release (EX-99.1)

To Top


CynergisTek Reports Improved First Quarter 2021 Financial Results

Austin, Texas – (May 13, 2021) – CynergisTek, Inc. (NYSE AMERICAN: CTEK), a leader in cybersecurity, privacy, and compliance, today announced financial results for the three months ended March 31, 2021.

Recent Operational Highlights

·Recently announced a $1.4 million renewal and expansion of services at a large regional hospital system.

·Recently announced the first CMMC project with Pacific Medical Centers.

·Gross margin improved to 39% from cost reduction initiatives, excluding the benefit of the Employee Retention Credit.

·Net loss improved year over year to $0.9 million ($0.08 per share) from $1.9 million ($0.18 per share).

·Adjusted EBITDA improved to a loss of $0.6 million from $1.4 million.

“Budgets are returning, pricing is improving, and pre-sold revenue continues to grow coming off the momentum started in Q4,” said Caleb Barlow, President and CEO of CynergisTek, Inc.  Mr. Barlow goes on to note, “On-going, high-profile ransomware attacks on U.S. Critical infrastructure including the incident at Scripps Health and the shutdown at the Colonial Pipeline are resulting in increased awareness in the c-suite that investment in prevention and preparation is far less costly than remediating an attack.”

For the Three Months Ended March 31, 2021, as Compared to the Three Months Ended March 31, 2020

Revenue was $4.2 million for the three months ended March 31, 2021, as compared to $5.1 million for the same period in 2020. Managed Services revenue decreased for the three months ended March 31, 2021, by $0.6 million to $2.4 million, due to the impact of some customers canceling or delaying renewals largely due to the impact from COVID-19. Consulting and professional services revenue was $1.7 million for the three months ended March 31, 2021, as compared to $2.1 million for the same period in 2020, due to reduced business as a direct result of COVID-19 and customers budgetary concerns.

Gross margin was 50% of revenue due in part to the positive impact of the employee retention tax credit. Excluding the employee retention tax credit, gross margin was 39% for the three months ended March 31, 2021, as compared to 33% for the same period in 2020. This increase was a direct result of the expense reductions and operational efficiencies.

SG&A expenses decreased for the three months ended March 31, 2021, by $0.6 million to $2.9 million, as compared to the same period in 2020, primarily due to decreases in payroll and benefit costs because of headcount reductions, decreases in travel because of COVID-19, and a $0.2 million benefit from the employee retention tax credits provided under the CARES Act. These decreases were partially offset by recruiting costs related to the hiring of a new sales leader and additional direct sales leads.

GAAP net loss for the three months ended March 31, 2021, was $0.9 million, or $0.08 per basic and diluted share, as compared to a net loss of $1.9 million, or $0.18 per basic and diluted share, for the same period of 2020.


Unauthorized Disclosure Prohibited

1


Confidential


Non-GAAP adjusted EBITDA loss was $0.6 million for the three months ended March 31, 2021, compared to a loss of $1.4 million for the same period in 2020.

The reconciliation of GAAP to non-GAAP information can be found in the table at the end of this release, which provides the details of CynergisTek, Inc.’s non-GAAP disclosures and the reconciliation of non-GAAP information.

Use of Non-GAAP Measures

CynergisTek, Inc. (“CynergisTek” or the “Company”) prepares its consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses information regarding Adjusted EBITDA (“Adjusted EBITDA”), which differs from the commonly-used “EBITDA.” In addition to adjusting net income (loss) to exclude income taxes, interest, depreciation and amortization, Adjusted EBITDA also excludes share-based compensation, impairment charges, fair value adjustments, severance, and other cash and non-cash charges and gains.

Adjusted EBITDA is not a measure of performance as defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating the Company’s operating performance. Accordingly, management believes that disclosure of this metric offers investors, bankers, and other stakeholders an additional view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the Company’s financial results.

Adjusted EBITDA should not be considered as an alternative to loss-from-continuing-operations or net-cash-used-in-operating-activities as measures of operating results or liquidity. The Company’s calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating the Company’s performance.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP. Some of these limitations are (i) it does not reflect the Company’s cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, the Company’s working capital needs, (iii) Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in the Company’s statements of cash flows, (vi) it does not reflect the impact of earnings or charges resulting from matters the Company considers not to be indicative of its ongoing operations, and (vii) other companies in the same industry may calculate this measure differently than the Company does, limiting its usefulness as a comparative measure.

Management believes Adjusted EBITDA facilitates operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). Management also presents Adjusted EBITDA because (i) management believes this measure is


2


Confidential


frequently used by securities analysts, investors and other interested parties to evaluate companies in the same industry, (ii) management believes investors will find this measure useful in assessing the Company’s ability to service or incur indebtedness, and (iii) management uses Adjusted EBITDA internally as a benchmark to evaluate the Company’s operating performance or compare the Company’s performance to that of its competitors.

Conference Call Information Date: Thursday, May 13th, 2021 Time: 4:30 pm ET / 1:30 pm PT U.S.: 1-866-269-4261 International: 1-786-204-3977 Conference ID: 9395065 Webcast: http://public.viavid.com/index.php?id=144870

A replay of the call will be available from 7:30 pm ET on Thursday May 13, 2021, to 11:59 pm ET on Thursday May 20, 2021. To access the replay, please dial 1-844-512-2921 if calling from the U.S. or 1-412-317-6671 if calling from outside the U.S. The PIN is 9395065.

About CynergisTek, Inc.

CynergisTek is a top-ranked cybersecurity consulting firm helping organizations in highly-regulated industries, including those in healthcare, government, and finance, navigate emerging security and privacy issues. CynergisTek combines intelligence, expertise, and a distinct methodology to validate a company’s security posture and ensure the team is rehearsed, prepared, and resilient against threats. Since 2004, CynergisTek has been dedicated to hiring and retaining experts who bring real-life experience and hold advanced certifications to support and educate the industry by contributing to relevant industry associations. For more information, visit www.cynergistek.com or follow us on Twitter or Linkedin.

Cautionary Note Regarding Forward Looking Statements

This release contains certain forward-looking statements relating to the business of CynergisTek.  These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and can be identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “would,” “could,” “intends,” “may,” “will,” or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including but not limited to uncertainties relating to product/services development; long and uncertain sales cycles; the ability to obtain or maintain proprietary intellectual property protection; future capital requirements; competition from other providers; the ability of the Company’s vendors to continue supplying the Company with supplies and services at comparable terms and prices; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; cybersecurity risks and risks of damage and interruptions of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions on acceptable terms, or at all; potential risks and uncertainties relating to the existing and ultimate impact of COVID-19, including the geographic spread, the severity of the virus, the duration of the COVID-19 outbreak, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact, and the potential negative impacts of COVID-19 on the global economy and financial markets, and other factors that may cause actual results to be materially different from those described


3


Confidential


herein as anticipated, believed, estimated or expected.   Certain of these risks and uncertainties are or will be described in greater detail in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission, which are available at http://www.sec.gov.  Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the COVID-19 pandemic, including its impact on the healthcare industry. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. CynergisTek is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Investor Relations Contact: Paul Anthony (949) 382-1419

InvestorRelations@CynergisTek.com

Media Contact:

Allison + Partners

Jaime Tero

(415) 755-8639

jaime.tero@allisonpr.com


4


Confidential


CYNERGISTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2021 (unaudited)December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$  4,443,140$  5,613,654
Accounts receivable, net of allowance for doubtful accounts  1,949,858  2,063,136
Unbilled services  557,487  566,713
Prepaid and other current assets  1,806,340  2,032,420
Income taxes receivable  1,952,532  1,680,866
Total current assets  10,709,357  11,956,789
Property and equipment, net  380,843  541,525
Deposits  64,586  64,586
Deferred income taxes  4,995,830  4,959,125
Intangible assets, net  5,723,089  6,063,617
Goodwill  8,394,483  8,394,483
Total assets$  30,268,188$  31,980,125
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses$  930,937$  1,326,919
Accrued compensation and benefits  531,524  814,830
Deferred revenue  1,208,074  1,265,864
Current portion of promissory note to related parties  562,500  562,500
Current portion of operating lease liability  129,233  252,398
Total current liabilities  3,362,268  4,222,511
Long-term liabilities:
Earnout liability  1,300,000  1,300,000
Promissory note to related party, less current portion  –  140,625
  Paycheck Protection Program loan  2,825,500  2,825,500
  Operating lease liability, less current portion  15,002  40,031
Total long-term liabilities  4,140,502  4,306,156
Commitments and contingencies
Stockholders’ equity:
Common stock, par value at $0.001, 33,333,333 shares authorized, 12,120,698 shares issued and outstanding at March 31, 2021, and 12,024,967 shares issued and outstanding at December 31, 2020  12,024  12,024
Additional paid-in capital  38,792,861  38,564,520
Accumulated deficit  (16,039,563)  (15,125,086)
Total stockholders’ equity  22,765,418  23,451,458
Total liabilities and stockholders’ equity$  30,268,188$  31,980,125

5


Confidential


CYNERGISTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended March 31,
20212020
Net revenues$ 4,173,520$ 5,115,827
Cost of revenues  2,090,834  3,423,532
Gross profit  2,082,686  1,692,295
Operating expenses:
Sales and marketing expenses  1,212,379  1,487,347
General and administrative expenses  1,676,658  2,104,844
Depreciation  47,696  47,600
Amortization of acquisition-related intangibles  340,528  416,191
Total operating expenses  3,277,261  4,055,982
Loss from operations  (1,194,575)  (2,363,687)
Other expense income:
Interest income  –  6,068
Interest expense  (20,001)  (24,288)
Total other expense  (20,001)  (18,220)
Loss before income tax benefit  (1,214,576) (2,381,907)
Income tax benefit  300,099  531,284
Net loss        (914,477)          (1,850,623)
Deemed dividends from warrant anti-dilution provisions            (5,834)                          –
Net loss attributable to common shareholders $ (920,311)$        (1,850,623)
Net loss per share:
Basic$ (0.08)$ (0.18)
Diluted$ (0.08)$ (0.18)
Number of weighted average shares outstanding:
Basic 12,041,074 10,374,497
Diluted 12,041,074 10,374,497

6


Confidential


CYNERGISTEK, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP LOSS FROM OPERATIONS TO NON-GAAP ADJUSTED EBITDA (UNAUDITED)
Three Months Ended March 31,
20212020
GAAP loss from operations $ (1,194,575) $    (2,363,687)
Adjustments:
Stock based compensation  228,437  411,007
Non-recurring restructuring and legal costs  –  43,000
Depreciation  47,696  47,600
Amortization of acquisition-related intangibles  340,528  416,191
Non-GAAP adjusted EBITDA$ (577,914)$       (1,445,889)
Non-GAAP adjusted EBITDA per share:
Basic$ (0.05)$  (0.14)
Diluted$ (0.05)$  (0.14)