UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 6-K



REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of February 2022
 
(Commission File No. 001-40408)


 
Global-E Online Ltd.
(Translation of registrant’s name into English)


 
Global-E Online Ltd
25 Basel Street,
Petah Tikva 4951038, Israel
(Address of registrant’s principal executive office)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐ No ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐ No ☐
 


EXHIBIT INDEX
 
Exhibit
 
Description 
     


2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
Global-E Online Ltd.
 
       
 
By:
/s/ Ofer Koren
 
 
Name:
Ofer Koren
 
 
Title:
Chief Financial Officer
 
 
Date: February 16, 2022

3



Exhibit 99.1
 
Global-E Reports Record Fourth Quarter and Full Year 2021 Results
 
PETAH-TIKVA, Israel, February 16, 2022 - Global-e Online Ltd. (Nasdaq: GLBE) the global leader of Direct-To-Consumer cross border eCommerce enablement, today reported financial results for the fourth quarter of 2021 as well as the outlook for the first quarter and the full year 2022.
 
“We finished the year with the strongest quarter in the company’s history, continuing our consistent trend of delivering growth and strong execution, with $82.7m of revenues in Q4 and $245.3m for the full year, delivering roughly 80% year-on-year growth in 2021, coupled with further gross margin expansion” said Amir Schlachet, Founder and CEO of Global-e. “We believe that the opportunity ahead of us remains massive, and that we are well positioned to capture it. We enter 2022 with our teams around the globe firing on all cylinders and will continue to execute on all fronts to drive strong top-line growth, while leveraging economies of scale and continuing to generate cash. This is reflected in our guidance for 2022, as we plan for 70% top line growth this year.”
 
FY 2021 Financial Results
 
GMV1 for the full year was $1,449 million, an increase of 87% year over year
 
Revenue for the full year was $245.3 million, an increase of 80% year over year
 
Gross profit for the full year was $91.4 million, an increase of 110% year over year
 
Adjusted EBITDA2 for the full year was $32.4 million, an increase of 157% year over year
 
Net loss for the full year was ($74.9) million, compared to a net profit of $3.9 million in the year-ago period. Net profit excluding the Shopify warrants related amortization expense of $84.3 million was $9.4 million
 
Q4 2021 Financial Results
 
GMV1 in the fourth quarter of 2021 was $505 million, an increase of 66% year over year
 
Revenue in the fourth quarter of 2021 was $82.7 million, an increase of 54% year over year, of which service fees revenue was $35.5 million and fulfillment services revenue was $47.2 million
 
Gross margin in the fourth quarter of 2021 was 39.5%, an increase of 600 basis points from 33.5% in the fourth quarter of 2020
 
Adjusted EBITDA2 in the fourth quarter of 2021 improved to $11.8 million compared to $7.2 million in the fourth quarter of 2020
 
Net loss in the fourth quarter of 2021 was ($22.5) million, compared to a net profit of $4.3 million in the year-ago period. Net profit excluding the Shopify warrants related amortization expense of $29.4 million was $6.9 million



Recent Business Highlights
 
Throughout 2021, our existing merchant base continued to stay and grow with us, as reflected in our annual GDR rate of over 98% and NDR rate of 152%
 
Continued accelerated growth of our US-outbound business

o
Continuing the strong penetration into the US market, US outbound revenues were up 108% in 2021
 
Continued launching with many more incredible brands over the last quarter and continued expanding our relationships with prominent retail groups. Select notable examples include:

o
Launched with another couple of brands from the LVMH group, Fenty Beauty and Fenty Skin, Rihanna’s cosmetics brands

o
Yeezy-GAP, Kanye West’s much discussed fashion cooperation with GAP, launched with us during Q4, as did the fast-growing sports clothing brand NVGTN
 
Expanded our relationship with several of our merchants, serving more and more lanes for them

o
Cartier, Stussy, Suunto, the French brand The Kooples and the Spanish footwear brand Camper are some of the brands which added additional key lanes

o
German audio equipment brand Sennheiser added the US, one of its largest destination markets, continuing our growth in the exciting new vertical of consumer electronics
 
Continued pursuing our geographical expansion efforts into APAC

o
Expanded our team on the ground in Tokyo, established a partnership agreement with the Japanese global digital transformation leader Trans Cosmos

o
With a first team member already on the ground in Melbourne, Australia, signed up a first reputable Aussie merchant
 
Continued to develop and enhance our multi-local service offering, with emphasis on further developing the granularity of our multi-local support features

Strategic partnership with Shopify on track to deliver the new native integration

o
Recently met additional important milestones in the technical development roadmap, gearing up towards the full launch of the new integration

o
Meanwhile, continued to onboard new Shopify-based merchants, of various sizes, on the existing 3rd-party integration including, among others Fenty Beauty and Fenty Skin, Yeezy-GAP and NVGTN mentioned above, as well as the direct-to-consumer healthcare apparel and lifestyle brand FIGS and the McLaren Formula-1 team’s online merchandize store
 
Closed the Flow Commerce transaction, aimed at enhancing our support for emerging brands as well as our ability to provide our solutions through channel partners in white-label form

o
Welcomed the Flow team into the Global-e family, and went full steam ahead with integrating teams and capabilities

o
Established a new Channels and Emerging Brands division

o
Continued joint work with Shopify towards launching the first white-label channel solution


 
Q1 2022 and Full Year Outlook

Global-e is introducing first quarter and full year guidance as follows:

 
Q1 2022
 
FY 2022
 
(in millions)
GMV (1)
$446 - $456
 
$2,445 - $2,495
Revenue
$74.5 - $76.5
 
$411 - $421
Adjusted EBITDA (2)
$0.7 - $1.7
 
$38 - $42

Given the uncertainty of the ongoing impact and unprecedented conditions surrounding COVID-19 pandemic on business globally, we will provide investors with updated business trends as they evolve.
 
1 Gross Merchandise Value (GMV) is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information regarding this metric.
 
2 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information regarding this metric, including the reconciliations to Operating Profit (Loss), its most directly comparable GAAP financial measure.  The Company is unable to provide a reconciliation of Adjusted EBITDA to Operating Profit (Loss), its most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort because items that impact this GAAP financial measure are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, share based compensation expenses. Such information may have a significant, and potentially unpredictable impact on the Company’s future financial results.

Conference Call Information:

Global-e will host a conference call at 4:30 p.m. ET on Wednesday, February 16, 2022.

The call will be available, live, to interested parties by dialing:

United States/Canada Toll Free:
1-877-705-6003
International Toll:
1-201-493-6725
 
A live webcast will also be available in the Investor Relations section of Global-E’s website at: https://investors.global-e.com/news-events/events-presentations
 
Approximately two hours after completion of the live call, an archived version of the webcast will be available on the Investor Relations section of the Company’s web site and will remain available for approximately 30 calendar days.
 


Non-GAAP Financial Measures and Key Operating Metrics

To supplement Global-e’s financial information presented in accordance with generally accepted accounting principles in the United States of America, or GAAP, Global-e considers certain financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA. Global-e defines Adjusted EBITDA as operating profit (loss) adjusted for depreciation and amortization, offering related expenses, merger and acquisition expenses and stock-based compensation expenses. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business.

Global-e uses Adjusted EBITDA in conjunction with GAAP measures as part of Global-e’s overall assessment of its performance, including the preparation of Global-e’s annual operating budget and quarterly forecasts, to evaluate the effectiveness of Global-e’s business strategies, and to communicate with Global-e’s board of directors concerning its financial performance. Adjusted EBITDA is a measure used by our management to understand and evaluate our operating performance and trends. Adjusted EBITDA is a key performance measure that Global-e’s management uses to assess its operating performance and the operating leverage in Global-e’s business.
 
Global-e’s definition of Adjusted EBITDA may differ from the definition used by other companies and therefore comparability may be limited. In addition, other companies may not publish this metric or similar metrics. Furthermore, this metric has certain limitations in that it does not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Thus, Adjusted EBITDA should be considered in addition to, not as substitute for, or in isolation from, measures prepared in accordance with GAAP.
 
Global-e also uses Gross Merchandise Value (GMV) as a key operating metric. Gross Merchandise Value or GMV is defined as the combined amount we collect from the shopper and the merchant for all components of a given transaction, including products, duties and taxes and shipping.
 
For more information on the non-GAAP financial measures, please see the reconciliation tables provided below. The accompanying reconciliation tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
 
Cautionary Note Regarding Forward Looking Statements
 
Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding Global-e’s operations, strategy and Global-e’s projected revenue and other future financial and operational results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this announcement, including but not limited to, the ability to retain merchants or the GMV generated by such merchants; the ability to attract new merchants; our expectations regarding our revenue, expenses and operations; anticipated trends and challenges in our business and the markets in which we operate; our ability to compete in our industry; our ability to anticipate merchant needs or develop or acquire new functionality or enhance our existing platform to meet those needs; our ability to manage our growth and manage expansion into additional markets; our ability to establish and protect intellectual property rights; our ability to hire and retain key personnel; our expectations regarding the use of proceeds from our initial public offering; our ability to adapt to emerging or evolving regulatory developments, technological changes, and cybersecurity needs; our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing; the impact of the COVID-19 pandemic, including variants, and related vaccination roll out efforts; and the other risks and uncertainties described in Global-e’s prospectus filed with the Securities and Exchange Commission (the "SEC") on September 13, 2021 and other documents filed with or furnished by Global-e from time to time with the SEC.  The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors.  These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release.  Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.


 
About Global-E Online Ltd.

Global-e (Nasdaq: GLBE) is the world's leading platform enabling and accelerating global, direct-to-consumer cross-border e-commerce. The chosen partner of hundreds of brands and retailers across the United States, Europe and Asia, Global-e makes selling internationally as simple as selling domestically. The company enables merchants to increase the conversion of international traffic into sales by offering online shoppers in over 200 destinations worldwide a seamless, localized shopping experience. Global-e's end-to-end e-commerce solutions combine best-in-class localization capabilities, big-data best-practice business intelligence models, streamlined international logistics and vast cross-border experience, enabling international shoppers to buy seamlessly online and retailers to sell to, and from, anywhere in the world. Founded in 2013 by Amir Schlachet, Shahar Tamari and Nir Debbi, Global-e operates from eight offices worldwide. For more information, please visit: www.global-e.com

Investor Contact:
Erica Mannion or Mike Funari
Sapphire Investor Relations, LLC
IR@global-e.com 
+1 617-542-6180

Press Contact:
Headline Media
Garrett Krivicich
Globale@headline.media 
+1 786-233-7684 


Global-E Online Ltd.
CONSOLIDATED BALANCE SHEETS
(In thousands)

   
Period Ended
 
   
December 31,
   
December 31,
 
   
2020
   
2021
 
   
(Audited)
   
(Unaudited)
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
68,637
   
$
448,623
 
Short-term deposits
   
6,457
     
41,985
 
Accounts receivable, net
   
3,594
     
9,185
 
Prepaid expenses and other current assets
   
23,047
     
46,568
 
Marketable securities
   
16,871
     
18,464
 
Funds receivable, including cash in banks
   
34,492
     
57,635
 
Total current assets
   
153,098
     
622,460
 
Property and equipment, net
   
717
     
3,269
 
Operating lease right-of-use assets
   
4,160
     
20,108
 
Long term deposits
   
2,223
     
2,219
 
Deferred contract acquisition costs, noncurrent
   
729
     
1,314
 
Other assets, noncurrent
   
368
     
213
 
Commercial agreement asset
   
-
     
196,544
 
Total long-term assets
   
8,197
     
223,667
 
Total assets
 
$
161,295
   
$
846,127
 
Liabilities, Convertible Preferred Shares and Shareholders’ (Deficit) Equity
               
Current liabilities:
               
Accounts payable
 
$
19,057
   
$
24,064
 
Accrued expenses and other current liabilities
   
29,432
     
47,358
 
Funds payable to Customers
   
34,492
     
57,635
 
Short term operating lease liabilities
   
915
     
2,517
 
Total current liabilities
   
83,896
     
131,574
 
Long-term liabilities:
               
Deferred tax liabilities, net
   
105
     
-
 
Warrants liabilities to preferred shares
   
5,738
     
-
 
Long term operating lease liabilities
   
3,513
     
18,803
 
Total liabilities
 
$
93,252
   
$
150,377
 
Commitments and contingencies
               
Convertible preferred shares
   
112,553
     
-
 
Shareholders’ (deficit) equity:
               
Share capital and additional paid-in capital
   
8,087
     
823,550
 
Accumulated comprehensive income (loss)
   
111
     
(159
)
Accumulated deficit
   
(52,708
)
   
(127,641
)
Total shareholders’ (deficit) equity
   
(44,510
)
   
695,750
 
Total liabilities, convertible preferred shares and shareholders’ (deficit) equity
 
$
161,295
   
$
846,127
 


Global-E Online Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

   
Three Months Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2020
   
2021
   
2020
   
2021
 
   
(Unaudited)
   
(Audited)
   
(Unaudited)
 
Revenue
 
$
53,574
   
$
82,717
   
$
136,375
   
$
245,274
 
Cost of revenue
   
35,604
     
50,062
     
92,902
     
153,841
 
Gross profit
   
17,970
     
32,655
     
43,473
     
91,433
 
                                 
Operating expenses:
                               
Research and development
   
4,872
     
10,298
     
15,400
     
29,761
 
Sales and marketing
   
3,894
     
36,717
     
9,838
     
104,687
 
General and administrative
   
3,785
     
7,830
     
9,822
     
22,643
 
Total operating expenses
   
12,551
     
54,845
     
35,060
     
157,091
 
Operating profit (loss)
   
5,419
     
(22,190
)
   
8,413
     
(65,658
)
Financial expenses, net
   
940
     
658
     
4,339
     
8,570
 
Income (loss) before income taxes
   
4,480
     
(22,848
)
   
4,074
     
(74,228
)
Income taxes
   
146
     
(357
)
   
160
     
705
 
Net earnings (loss) attributable to ordinary shareholders
 
$
4,333
   
$
(22,491
)
 
$
3,914
   
$
(74,933
)
Undistributed earnings attributable to participating securities
 
$
3,545
   
$
-
   
$
3,189
   
$
-
 
Net earnings (loss) attributable to ordinary shareholders
 
$
788
   
$
(22,491
)
 
$
725
   
$
(74,933
)
Net earnings (loss) per share attributable to ordinary shareholders, basic
 
$
0.04
   
$
(0.15
)
 
$
0.03
   
$
(0.74
)
Net earnings (loss) per share attributable to ordinary shareholders, diluted
 
$
0.03
   
$
(0.15
)
 
$
0.03
   
$
(0.74
)
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic
   
21,617,948
     
149,283,090
     
21,120,208
     
101,737,026
 
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted
   
29,971,390
     
149,283,090
     
28,637,801
     
101,737,026
 



Global-E Online Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

   
Three Months Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2020
   
2021
   
2020
   
2021
 
   
(Unaudited)
   
(Audited)
   
(Unaudited)
 
Operating activities
                       
Net profit (loss)
 
$
4,333
   
$
(22,491
)
 
$
3,914
   
$
(74,933
)
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
                               
Depreciation and amortization
   
65
     
121
     
235
     
331
 
Share-based compensation expense
   
1,716
     
3,919
     
3,956
     
12,001
 
Commercial agreement asset
   
-
     
29,406
     
-
     
84,298
 
Long term deposit revaluation
   
-
     
24
     
-
     
24
 
Accounts receivable
   
(1,197
)
   
(5,301
)
   
(1,652
)
   
(5,591
)
Prepaid expenses and other assets
   
(6,804
)
   
(11,054
)
   
(12,273
)
   
(23,239
)
Funds receivable
   
(4,623
)
   
(15,661
)
   
(11,829
)
   
(29,272
)
Long-term receivables
   
(150
)
   
-
     
(150
)
   
-
 
Funds payable to customers
   
13,373
     
21,201
     
12,884
     
23,143
 
Operating lease ROU assets
   
217
     
599
     
(2,761
)
   
1,382
 
Deferred contract acquisition costs
   
(107
)
   
(149
)
   
(429
)
   
(814
)
Accounts payable
   
8,601
     
6,402
     
10,018
     
5,007
 
Accrued expenses and other liabilities
   
15,834
     
16,475
     
18,874
     
17,926
 
Deferred tax liabilities
   
52
     
(138
)
   
52
     
(90
)
Impairment of marketable securities
   
-
     
140
     
-
     
140
 
Operating lease liabilities
   
49
     
478
     
2,988
     
(437
)
Warrants liabilities to preferred shares
   
1,631
     
-
     
5,523
     
5,872
 
Net cash provided by operating activities
   
32,990
     
23,971
     
29,350
     
15,748
 
Investing activities
                               
Investment in marketable securities
   
(16,759
)
   
(652
)
   
(16,759
)
   
(2,806
)
Proceeds from marketable securities
   
-
     
491
     
-
     
748
 
Investment in short-term investments
   
(1,310
)
   
(191
)
   
(6,375
)
   
(117,185
)
Proceeds from short-term investments
   
-
     
41,257
     
-
     
81,657
 
Investment in long-term deposits
   
(181
)
   
(86
)
   
(456
)
   
(20
)
Purchases of property and equipment
   
(125
)
   
(2,259
)
   
(456
)
   
(2,883
)
Net cash (used in) provided by investing activities
   
(18,375
)
   
38,560
     
(24,046
)
   
(40,489
)
Financing activities
                               
Proceeds from issuance of convertible preferred shares, net of issuance costs
   
-
     
-
     
58,821
     
-
 
Proceeds from issuance of Ordinary shares in IPO, net of issuance costs
   
-
     
-
     
-
     
396,494
 
Proceeds from exercise of warrants to ordinary shares
   
-
     
15
     
-
     
529
 
Proceeds from exercise of share options
   
81
     
598
     
539
     
1,584
 
Net cash provided by financing activities
   
81
     
613
     
59,360
     
398,607
 
                                 
Net increase in cash, cash equivalents, and restricted cash
   
14,696
     
63,144
     
64,664
     
373,866
 
Cash and cash equivalents and restricted cash—beginning of period
   
70,337
     
395,755
     
20,369
     
85,033
 
Cash and cash equivalents and restricted cash—end of period
 
$
85,033
   
$
458,899
   
$
85,033
   
$
458,899
 


Global-E Online Ltd.
SELECTED OTHER DATA
(In thousands)

   
Three Months Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2020
   
2021
   
2020
   
2021
 
   
(Unaudited)
   
(Unaudited)
 
Key performance metrics
           
Gross Merchandise Value
   
303,647
           
504,919
           
773,843
           
1,449,299
       
Adjusted EBITDA (a)
   
7,200
           
11,829
           
12,604
           
32,424
       
                                                         
Revenue by Category
                                                       
Service fees
   
20,475
     
38
%
   
35,499
     
43
%
   
49,927
     
37
%
   
96,659
     
39
%
Fulfillment services
   
33,099
     
62
%
   
47,218
     
57
%
   
86,448
     
63
%
   
148,615
     
61
%
Total revenue
 
$
53,574
     
100
%
 
$
82,717
     
100
%
 
$
136,375
     
100
%
 
$
245,274
     
100
%
                                                                 
Revenue by merchant outbound region
                                                               
United Kingdom
   
29,903
     
56
%
   
37,443
     
45
%
   
80,122
     
59
%
   
113,835
     
47
%
United States
   
14,399
     
27
%
   
24,373
     
29
%
   
34,140
     
25
%
   
71,095
     
29
%
European Union
   
9,063
     
17
%
   
20,019
     
24
%
   
21,269
     
16
%
   
58,177
     
23
%
Israel
   
209
     
0
%
   
405
     
0
%
   
844
     
1
%
   
1,052
     
0
%
Other
   
-
     
-
     
477
     
1
%
   
-
     
-
     
1,115
     
0
%
Total revenue
 
$
53,574
     
100
%
 
$
82,717
     
100
%
 
$
136,375
     
100
%
 
$
245,274
     
100
%


(a)
See reconciliation to adjusted EBITDA table

Global-E Online Ltd.
RECONCILIATION TO ADJUSTED EBITDA
(In thousands)

   
Three Months Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2020
   
2021
   
2020
   
2021
 
   
(Unaudited)
   
(Unaudited)
 
Operating profit (loss)
   
5,419
     
(22,190
)
   
8,413
     
(65,658
)
(1)    Stock-based compensation:
                               
Cost of revenue
   
3
     
26
     
10
     
85
 
Research and development
   
237
     
1,873
     
507
     
4,192
 
Selling and marketing
   
260
     
580
     
442
     
1,287
 
General and administrative
   
1,216
     
1,440
     
2,997
     
6,437
 
Total stock-based compensation
   
1,716
     
3,919
     
3,956
     
12,001
 
                                 
(2)    Depreciation and amortization
   
65
     
121
     
235
     
331
 
                                 
(3)    Secondary Offering Costs
   
-
     
-
     
-
     
879
 
                                 
(4)    Commercial agreement asset amortization
   
-
     
29,406
     
-
     
84,298
 
                                 
(5)    Merger and acquisition costs
   
-
     
573
             
573
 
Adjusted EBITDA
   
7,200
     
11,829
     
12,604
     
32,424