CLPS Incorporation Reports Unaudited Financial Results for the Second Half and Full Year of Fiscal Year 2019

SHANGHAI, Oct. 18, 2019 /PRNewswire/ -- CLPS Incorporation (the "Company" or "CLPS") (Nasdaq: CLPS), a leading information technology ("IT") consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today announced its unaudited financial results for the six months and fiscal year ended June 30, 2019.

Second Half of Fiscal 2019 Highlights (all results compared to the six months ended June 30, 2018)

    --  Revenues increased by 27.7% to $34.1 million from $26.7 million.
    --  Gross profit increased by 43.0% to $12.6 million from $8.8 million.
    --  Net loss attributable to CLPS Incorporation's shareholders of $1.8
        million, or $0.13 basic and diluted loss per share, compared to net
        income attributable to CLPS Incorporation's shareholders of $1.1
        million, or $0.10 basic and $0.09 diluted earnings per share.
    --  Non-GAAP net income attributable to CLPS Incorporation's
        shareholders([1]) increased by 5.6% to $1.2 million, or $0.08 basic and
        diluted earnings per share, from $1.1 million, or $0.10 basic and $0.09
        diluted earnings per share (See Use of Non-GAAP Financial Measures below
        for a discussion of such measures as used in this press release).

Fiscal Year 2019 Highlights (all results compared to the twelve months ended June 30, 2018)

    --  Revenues increased by 32.7% to $64.9 million from $48.9 million.
    --  Gross profit increased by 34.5% to $23.8 million from $17.7 million.
    --  Net loss attributable to CLPS Incorporation's shareholders of $3.3
        million, or $0.24 basic and diluted loss per share, compared to net
        income attributable to CLPS Incorporation's shareholders of $2.4
        million, or $0.21 basic and diluted earnings per share.
    --  Non-GAAP net income attributable to CLPS Incorporation's
        shareholders([1]) increased by 53.9% to $3.7 million, or $0.27 basic and
        diluted earnings per share, from $2.4 million, or $0.21 basic and
        diluted earnings per share (See Use of Non-GAAP Financial Measures below
        for a discussion of such measures as used in this press release).

Mr. Raymond Lin, Chief Executive Officer of CLPS, commented, "During the second half of our 2019 fiscal year, we continued to grow revenues by double digits, resulting in full year sales growth of 32.7%, which was in line with our expectations. Our non-GAAP net income for the fiscal year grew by 32.0%, which was also in line with our expectations. Our client retention was 98% during this period, which accentuates the high quality services we provided to our clients."

"Our strong performance was driven by the continued execution of our growth strategy of geographic and market growth, developing applications of industry-leading technology, and attracting and retaining quality talent. During the second half of fiscal 2019, we followed our InfoGain acquisition with an increased stake in CLPS Lihong Financial Information Services Co., Ltd., an online lending platform in China, and made a strategic investment in Economic Modeling Information Technology Co., Ltd., a financial modeling and big data analysis services provider. We have also made further progress with our research and development efforts, including developing real-world applications of technologies such as blockchain, robotic process automation, cloud computing, and big data. Our talent development partners now include the Shanghai University of Finance and Economics, Shanghai Sanda University, Ngee Ann Polytechnic in Singapore, and China's Ministry of Education through its 2019 Industry-University Cooperative Educational Program, among others."

"Over the next fiscal year, we remain focused on investing in our long-term sustainable growth and delivering on our dual-engine strategy of horizontal and vertical expansion. We will continue to pursue growth in our global footprint and market share as well as in technological and talent development. By delivering on our strategy, we expect to drive shareholder value," concluded Mr. Lin.

Second Half and Fiscal Year 2019 Financial Results

Revenues

In the second half of fiscal 2019, revenues increased by $7.4 million, or 27.7%, to $34.1 million from $26.7 million in the prior year period. For the year ended June 30, 2019, revenues increased by $16.0 million, or 32.7%, to $64.9 million from $48.9 million in the prior year period. This increase in revenue was mainly due to an increase in revenue from IT consulting services.

Revenue from IT consulting services increased by $6.5 million, or 25.4%, to $32.0 million and accounted for 93.7% of total revenue in the second half of fiscal 2019 compared to $25.5 million, or 95.5% of total revenue, in the same period of the previous year. For the year ended June 30, 2019, revenue from IT consulting services increased by $14.6 million, or 30.9%, to $61.8 million and accounted for 95.1% of total revenue from $47.2 million, or 96.4% of total revenue, in the same period of the previous year. The increase was due to increased demand for the Company's IT consulting service from banks and other financial institutions, primarily from existing clients. For the twelve months ended June 30, 2019 and 2018, 47.5% and 46.8% of IT consulting services revenue were from international banks, respectively.

Revenue from customized IT solution services increased by $1.0 million, or 89.0%, to $2.1 million in the second half of fiscal 2019 from $1.1 million in the same period of the previous year. Revenue from customized IT solution services increased by $1.4 million, or 86.1%, to $3.0 million for the year ended June 30, 2019, from $1.6 million in the same period of the previous year. The increase was primarily due to growth from existing clients.

During the second half of fiscal 2019, revenue from other services decreased by $0.06 million to $0.04 million from $0.1 million in the same period of the previous year. During fiscal 2019, revenue from other services remained relatively flat at $0.1 million for the year ended June 30, 2019, compared to the prior year period.

Gross Profit and Gross Margin

Gross profit increased by $3.8 million, or 43.0%, to $12.6 million in the second half of fiscal 2019 from $8.8 million in the prior year period. Gross margin increased to 36.9% in the second half of fiscal 2019 compared to 32.9% in the prior year period.

Gross profit increased by $6.1 million, or 34.5%, to $23.8 million for the year ended June 30, 2019, from $17.7 million in the prior year period. Gross margin increased to 36.6% for the year ended June 30, 2019, compared to 36.1% in the prior year period. The increase in gross margin was primarily due to an increase in billing rates of both IT consulting services and customized IT solution services.

Operating Expenses

Selling and marketing expenses increased by $0.1 million, or 10.4%, to $1.2 million in the second half of fiscal 2019 from $1.1 million in the prior year period. Selling and marketing expenses remained relatively flat at $2.2 million for the year ended June 30, 2019, compared to the prior year period.

Research and development expenses increased by $0.7 million, or 15.5%, to $4.9 million in the second half of fiscal 2019 from $4.3 million in the prior year period. Research and development expenses increased by $0.2 million, or 1.8% to $8.0 million for the year ended June 30, 2019, from $7.8 million in the prior year period.

General and administrative expenses increased by $5.4 million, or 192.9%, to $8.2 million in the second half of fiscal 2019 from $2.8 million in the prior year period. The increase was primarily due to an addition of $2.9 million non-cash share-based compensation expenses related to the grants under the 2017 Equity Incentive Plan. After the deduction of non-cash share-based compensation expenses, non-GAAP general and administrative expenses(2) increased by $2.5 million, or 87.9%, to $5.3 million in the second half of fiscal 2019 from $2.8 million in the same period of the previous year.

General and administrative expenses increased by $11.5 million, or 196.1%, to $17.4 million for the year ended June 30, 2019, from $5.9 million in the prior year period. The increase was primarily due to an addition of $7.0 million non-cash share-based compensation expenses related to the grants under the 2017 Equity Incentive Plan. After the deduction of non-cash share-based compensation expenses, non-GAAP general and administrative expenses([2]) increased by $4.5 million, or 77.5%, to $10.4 million for the year ended June 30, 2019, from $5.9 million in the same period of the previous year. The increase in non-GAAP administrative expenses was primarily due to routine expenses incurred after going public and due to a year-over-year increase in salary and compensation expenses.

Operating Loss

Operating loss was $1.8 million in the second half of fiscal 2019 compared to an income of $0.6 million in the same period of the previous year. After the deduction of non-cash share-based compensation expenses, non-GAAP operating income([3] ) increased by $0.6 million, or 93.9%, to $1.2 million in the second half of fiscal 2019 from $0.6 million in the same period of the previous year. Non-GAAP operating margin([4] ) increased to 3.6% in the second half of fiscal 2019 from 2.3% in the prior year period.

Operating loss was $3.8 million for the year ended June 30, 2019, compared to an operating income of $1.7 million in the same period of the previous year. After the deduction of non-cash share-based compensation expenses, non-GAAP operating income([3]) increased by $1.5 million, or 87.0%, to $3.2 million for the year ended June 30, 2019, from $1.7 million in the same period of the previous year. Non-GAAP operating margin([4] ) increased to 5.0% for the year ended June 30, 2019, from 3.5% in the prior year period.

Other Income and Expenses

Subsidies and other income decreased to $0.1 million in the second half of fiscal 2019 from $0.5 million in the same period of the previous year.

Subsidies and other income decreased to $0.7 million for the year ended June 30, 2019, from $0.9 million in the same period of the previous year.

Income Taxes

Income tax benefits were approximately $0.1 million in the second half of fiscal 2019 compared to benefits of $0.2 million in the same period of the previous year, mainly due to the increase of current income tax expenses.

Provision for income tax was $0.2 million for the year ended June 30, 2019, compared to benefits of $0.1 million in fiscal 2018, mainly due to a reverse of the beginning balances of deferred tax assets related to the net operating losses for some of the Company's subsidiaries.

Net Loss and Loss Per Share

Net loss for the second half of fiscal 2019 was $1.7 million compared to an income of $1.4 million in the prior year period. After the deduction of non-cash share-based compensation expenses, non-GAAP net income([5]) decreased by $0.1 million, or 9.7%, to $1.3 million in the second half of fiscal 2019 from $1.4 million in the same period of the previous year. After the deduction of non-controlling interests, net loss attributable to CLPS Incorporation's shareholders in the second half of fiscal 2019 was $1.8 million, or $0.13 basic and diluted loss per share. After excluding the impact of non-cash share-based compensation expenses, non-GAAP net income attributable to CLPS Incorporation's shareholders([1]) in the second half of fiscal 2019 was $1.2 million, or $0.08 basic and diluted earnings per share. This is compared to net income attributable to CLPS Incorporation's shareholders of $1.1 million, or $0.10 basic and $0.09 diluted earnings per share, in the second half of fiscal 2018.

Net loss for the year ended June 30, 2019, was $3.4 million compared to a net income of $2.7 million in the prior year period. The decrease in net income was due to the increase in non-cash share-based compensation expenses. After the deduction of non-cash share-based compensation expenses, non-GAAP net income([5]) increased by $0.9 million, or 32.0%, to $3.6 million for the year ended June 30, 2019, from $2.7 million in the same period of the previous year. After the deduction of non-controlling interests, net loss attributable to CLPS Incorporation's shareholders for the year ended June 30, 2019, was $3.3 million, or $0.24 basic and diluted loss per share. After excluding the impact of non-cash share-based compensation expenses, non-GAAP net income attributable to CLPS Incorporation's shareholders(1) for the year ended June 30, 2019, was $3.7 million, or $0.27 basic and diluted earnings per share. This is compared to net income attributable to CLPS Incorporation's shareholders of $2.4 million, or $0.21 basic and diluted earnings per share, in the prior year period.

Cash Flow

As of June 30, 2019, the Company had cash and cash equivalents of $6.6 million compared to $9.7 million as of June 30, 2018.

Net cash provided by operating activities was approximately $0.4 million for the twelve months ended June 30, 2019. Net cash used in investing activities was approximately $3.9 million. Net cash provided by financing activities was approximately $0.5 million. The Company believes that its current cash position and cash flow from operations are sufficient to meet its anticipated cash needs for at least the next 12 months.

Financial Outlook

For fiscal year 2020, the Company expects, absent material acquisitions or non-recurring transactions, total sales growth in the range of approximately 30% to 35%, and non-GAAP net income growth in the range of approximately 32% to 37%, compared to 2019. The foregoing guidance includes estimated 2020 financial results of the RiDik acquisition, an entity in which we acquired 80% equity stake in September 2019. In addition, this guidance necessarily assumes no significant adverse price changes during fiscal year 2020.

This forecast reflects our current and preliminary views, which are subject to change and are subject to risks and uncertainties, including, but not limited to, potential accounting adjustments attributable to RiDik acquisition as well as various risks and uncertainties facing our business and operations as identified in our public filings.

Exchange Rate

The balance sheet amounts with the exception of equity as of June 30, 2019, were translated at a rate of RMB6.8650 to USD1.00 compared to RMB6.6171 to USD1.00 as of June 30, 2018. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the periods ended June 30, 2019 and 2018 were RMB6.8211 to USD1.00 and RMB6.5023 to USD1.00, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operation.

About CLPS Incorporation

Headquartered in Shanghai, China, CLPS Incorporation (the "Company") (Nasdaq: CLPS) is a global leading information technology ("IT"), consulting and solutions service provider focusing on the banking, insurance and financial sectors. The Company serves as an IT solutions provider to a growing network of clients in the global financial industry, including large financial institutions in the US, Europe, Australia and Hong Kong and their PRC-based IT centers. The Company maintains ten delivery and/or research & development centers to serve different customers in various geographic locations. Mainland China centers are located in Shanghai, Beijing, Dalian, Tianjin, Chengdu, Guangzhou and Shenzhen. The remaining three global centers are located in Hong Kong, Singapore and Australia. For further information regarding the Company, please visit: http://ir.clpsglobal.com/.

Forward-Looking Statements

Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company's control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All such statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related to the Company's financial and operational performance in the fiscal year of 2020, its expectations of the Company's future performance, its preliminary outlook and guidance offered in this presentation, as well as the risks and uncertainties described in the Company's most recently filed SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Use of Non-GAAP Financial Measures

The condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), except that the consolidated statement of changes in shareholders' equity, consolidated statements of cash flows, and the detailed notes have not been presented. The Company uses non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributable to CLPS Incorporation's shareholders, and basic and diluted non-GAAP net income per share, which are non-GAAP financial measures. Non-GAAP operating income is operating income excluding share-based compensation expenses. Non-GAAP operating margin is non-GAAP operating income as a percentage of revenues. Non-GAAP net income attributable to CLPS Incorporation's shareholders is net income attributable to CLPS Incorporation's shareholders excluding share-based compensation expenses. Basic and diluted non-GAAP net income per share is non-GAAP net income attributable to common shareholders divided by weighted average number of shares used in the calculation of basic and diluted net income per share. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation expenses clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses the non-GAAP financial measure for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measure is useful supplemental information for investors and analysts to assess its operating performance without the effect of non-cash share-based compensation expenses, which have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company's net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance with U.S. GAAP.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliations of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 near the end of this release.

Contact:

CLPS Incorporation
Email: ir@clpsglobal.com

ICR Inc.
Rose Zu
Phone: +646-405-4868
Email: ir@clpsglobal.com

([1] )Non-GAAP net income attributable to CLPS Incorporation's shareholders is a non-GAAP financial measure, which is defined as net income attributable to CLPS Incorporation's shareholders excluding share-based compensation expenses. Please refer to the sections titled "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliation of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 for details.

([2]) Non-GAAP general and administrative expenses is a non-GAAP financial measure, which is defined as general and administrative expenses excluding share-based compensation expenses. Please refer to the sections titled "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliation of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 for details.

([3] )Non-GAAP operating income is a non-GAAP financial measure, which is defined as operating income excluding share-based compensation expenses. Please refer to the sections titled "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliation of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 for details.

([4]) Non-GAAP operating margin is a non-GAAP financial measure, which is defined as non-GAAP operating income as a percentage of revenues. Please refer to the sections titled "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliation of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 for details.

([5]) Non-GAAP net income is a non-GAAP financial measure, which is defined as net income excluding share-based compensation expenses. Please refer to the sections titled "Reconciliations of Non-GAAP to GAAP Results" for the second half of fiscal year 2019 and "Reconciliation of Non-GAAP to GAAP Results" for the full year of fiscal year 2019 for details.


                                                                                                                            
            
              CLPS INCORPORATION


                                                                                                                     
       
          
                UNAUDITED CONSOLIDATED BALANCE SHEETS


                                                                                                                   
       
       (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                                As of June 30,                 As of December 31,



                                                                                                                                                                                          2019                                2018




      
              ASSETS



      Current assets



      Cash and cash equivalents                                                                                                                                                                $
       6,601,335                      $
        5,791,926



      Short-term investments                                                                                                                                                                        1,791,697                            5,672,315



      Accounts receivable, net                                                                                                                                                                     19,263,584                           16,542,912



      Escrow receivable                                                                                                                                                                               200,000



      Prepayments, deposits and other assets, net                                                                                                                                                   1,028,154                            1,769,813



      Prepaid income tax                                                                                                                                                                              630,790



      Amounts due from related parties                                                                                                                                                                230,540                              186,798




      
              Total Current Assets                                                                                                                                                              29,746,100                           29,963,764





      Property and equipment, net                                                                                                                                                                     566,591                              453,703



      Intangible assets, net                                                                                                                                                                          427,769                              508,054



      Goodwill                                                                                                                                                                                        447,790                              436,418



      Escrow receivable                                                                                                                                                                                                                   200,000



      Prepayments, deposits and other assets, net                                                                                                                                                     222,507                              535,416



      Long-term investments                                                                                                                                                                           914,006                              299,799



      Deferred tax assets, net                                                                                                                                                                        338,221                              464,395




      
              Total Assets                                                                                                                                                                 $
       32,662,984                     $
        32,861,549






      
              LIABILITIES AND SHAREHOLDERS' EQUITY



      Current liabilities



      Short-term bank loans                                                                                                                                                                    $
       2,184,996                      $
        1,890,772



      Accounts payable and other current liabilities                                                                                                                                                  196,832                              529,539



      Tax payables                                                                                                                                                                                    915,629                              919,607



      Deferred subsidies                                                                                                                                                                              109,250                              113,147



      Deferred revenues                                                                                                                                                                               124,192                            1,000,038



      Salaries and benefits payable                                                                                                                                                                 7,735,487                            8,140,318



      
              Total Current Liabilities                                                                                                                                                         11,266,386                           12,593,421






      
              Commitments and Contingencies





      Shareholders' Equity



      Common share, $0.0001 par value; 100,000,000 shares authorized; 13,913,201                                                                                                                        1,391                                1,381
      shares issued and outstanding as of June 30, 2019 and 13,590,000 shares
      issued and outstanding as of June 30, 2018*



      Additional paid-in capital                                                                                                                                                                   24,276,622                           21,299,235



      Statutory reserves                                                                                                                                                                            1,833,802                            1,576,327



      Accumulated deficits                                                                                                                                                                        (4,509,729)                         (2,415,109)



      Accumulated other comprehensive loss                                                                                                                                                          (813,650)                           (752,634)






      
              Total CLPS Incorporation's Shareholders' Equity                                                                                                                                   20,788,436                           19,709,200






      
              Non-controlling Interests                                                                                                                                                            608,162                              558,928






      
              Total Shareholders' Equity                                                                                                                                                        21,396,598                           20,268,128






      
              Total Liabilities and Shareholders' Equity                                                                                                                                   $
       32,662,984                     $
        32,861,549






      * The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.


                                                                                                                     
              
                CLPS INCORPORATION


                                                                                            
              
                UNAUDITED CONSOLIDATED statements of INCOME AND COMPREHENSIVE INCOME


                                                                                                       
              (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                                           For the six months ended

                                                                                                                                                                            
              
               June 30,



                                                                                                                                                                                   2019                             2018








              Revenues                                                                                                                                                                   $
              34,137,189                 $
             26,738,598



              Less: Cost of revenues (note 1)                                                                                                                                                      (21,552,693)                         (17,935,277)




              Gross profit                                                                                                                                                                           12,584,496                             8,803,321






              Operating expenses:



              Selling and marketing expenses (note 1)                                                                                                                                                 1,206,153                             1,092,771



              Research and development expenses                                                                                                                                                       4,939,522                             4,274,885



              General and administrative expenses (note 1)                                                                                                                                            8,223,126                             2,807,390




              Total operating expenses                                                                                                                                                               14,368,801                             8,175,046




              (Loss) income from operations                                                                                                                                                         (1,784,305)                              628,275



              Subsidies and other income, net                                                                                                                                                           156,352                               593,986



              Other expenses                                                                                                                                                                           (30,712)                             (70,942)






              (Loss) income before income tax and share of loss in equity
        investees
                                                                                                                                                                                                     (1,658,665)                            1,151,319



              Benefits for income taxes                                                                                                                                                                (56,283)                            (238,188)




              (Loss) income before share of loss in equity investees                                                                                                                                (1,602,382)                            1,389,507



              Share of loss in equity investees, net of tax                                                                                                                                           (145,329)




              Net (loss) income                                                                                                                                                                     (1,747,711)                            1,389,507



              Less: Net income attributable to non-controlling interests                                                                                                                                 89,434                               286,373




              
                Net (loss) income attributable to CLPS Incorporation's                                                                            
              
                $                                      $
     
               1,103,134
        shareholders
                                                                                                                                                                                                     (1,837,145)






              Other comprehensive loss



              Foreign currency translation loss                                                                                                                                            $
              (58,964)                 $
             (175,431)



              Less: foreign currency translation gain (loss) attributable to Non-
        controlling interest
                                                                                                                                                                                                           2,052                              (10,573)




              Other comprehensive loss attributable to CLPS                                                                                                               
              $                                  
     $
        Incorporation's shareholders
                                                                                                                                                                                                        (61,016)                            (164,858)






              Comprehensive (loss) income attributable to



              CLPS Incorporation shareholders                                                                                                                                           $
              (1,898,161)                   $
             938,276



              Non-controlling interests                                                                                                                                                                  91,486                               275,800



                                                                                                                                                                                         $
              (1,806,675)                 $
             1,214,076






              Basic (loss) earnings per common share*                                                                                                                                        $
              (0.13)                      $
             0.10




              Weighted average number of share outstanding - basic                                                                                                                                   13,889,460                            11,517,123




              Diluted (loss) earnings per common share*                                                                                                                                      $
              (0.13)                      $
             0.09




              Weighted average number of share outstanding - diluted (note 2)                                                                                                                        13,889,460                            11,636,367




              Note:



              (1)  Includes share-based compensation expenses as follows:                                                                                                                                 9,472
              Cost of revenues




                    Selling and marketing expenses                                                                                                                                                       46,100




                    General and administrative expenses                                                                                                                                               2,946,803








              (2)  All dilutive potential common shares had anti-dilutive impact and were excluded in computation of diluted
    earnings per share in the period when loss was reported.





              * The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.


                                                                                          
              
                CLPS INCORPORATION


                                                                              
              
                RECONCILIATION OF NON-GAAP TO GAAP RESULTS

                                                                           
              (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                          For the six months ended


                                                   
              
                June 30,

                                                                  ---

                                                                                                                                                                      2019                                              2018







              Cost of revenues                                                                                                                    $
             (21,552,693)                         $
              (17,935,277)



              Less: share-based compensation expenses                                                                                                               9,472



              
                Non-GAAP cost of revenues                                                                                              $
             (21,543,221)                         $
              (17,935,277)






              Selling and marketing expenses                                                                                                         $
             1,206,153                             $
              1,092,771



              Less: share-based compensation expenses                                                                                                              46,100



              
                Non-GAAP selling and marketing expenses                                                                                   $
             1,160,053                             $
              1,092,771





              General and administrative expenses                                                                                                    $
             8,223,126                             $
              2,807,390



              Less: share-based compensation expenses                                                                                                           2,946,803



              
                Non-GAAP general and administrative expenses                                                                              $
             5,276,323                             $
              2,807,390





              Operating (loss) income                                                                                                              $
             (1,784,305)                              $
              628,275



              Add: share-based compensation expenses                                                                                                            3,002,375



              
                Non-GAAP operating income                                                                                                 $
             1,218,070                               $
              628,275






              Operating Margin                                                                                                                                     (5.2%)                                             2.3%



              Add: share-based compensation expenses                                                                                                                 8.8%




              
                Non-GAAP operating margin                                                                                                                 3.6%                                             2.3%






              Net (loss) income                                                                                                                    $
             (1,747,711)                            $
              1,389,507



              Add: share-based compensation expenses                                                                                                            3,002,375




              
                Non-GAAP net income                                                                                                       $
             1,254,664                             $
              1,389,507






              Net (loss) income attributable to CLPS Incorporation's                                                                               $
             (1,837,145)                            $
              1,103,134
    shareholders



              Add: share-based compensation expenses                                                                                                            3,002,375




              
                Non-GAAP net income attributable to CLPS                                                                                             1,165,230                                         1,103,134
    Incorporation's shareholders



                                                                                                                      
              $    
              $





              Weighted average number of share outstanding used                                                                                                13,889,460                                        11,517,123
    in computing



              GAAP and non-GAAP basic earnings



              GAAP basic (loss) earnings per common share                                                                                               $
             (0.13)                                 $
              0.10



              Add: share-based compensation expenses                                                                                                                 0.21




              
                Non-GAAP basic earnings per common share                                                                                       $
             0.08                                  $
              0.10






              Weighted average number of share outstanding used                                                                                                13,889,460                                        11,636,367
    in computing



              GAAP diluted earnings



              Add: effect of dilutive securities (note 1)                                                                                                         184,316




              Weighted average number of share outstanding used                                                                                                14,073,776                                        11,636,367
    in computing




              non-GAAP diluted earnings





              GAAP diluted (loss) earnings per common share                                                                                             $
             (0.13)                                 $
              0.09



              Add: share-based compensation expenses                                                                                                                 0.21




              
                Non-GAAP diluted earnings per common share                                                                                     $
             0.08                                  $
              0.09






              Note:



              (1)   All dilutive potential common shares had anti-dilutive impact and were excluded in computation of



              GAAP diluted earnings per share in the period when loss was reported.


                                                                                                                              
              
                CLPS INCORPORATION


                                                                                                                         
          
                UNAUDITED CONSOLIDATED BALANCE SHEETS


                                                                                                                       
       (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                        
              
        As of June 30,



                                                                                                                                                                                                  2019                 2018




          
                ASSETS



          Current assets



          Cash and cash equivalents                                                                                                                                                                    $
       6,601,335       $
      9,742,886



          Short-term investments                                                                                                                                                                            1,791,697



          Accounts receivable, net                                                                                                                                                                         19,263,584          16,267,835



          Amounts due from underwriters on the over-allotment                                                                                                                                                                  1,472,592



          Escrow receivable                                                                                                                                                                                   200,000



          Prepayments, deposits and other assets, net                                                                                                                                                       1,028,154           1,231,217



          Prepaid income tax                                                                                                                                                                                  630,790             206,361



          Amounts due from related parties                                                                                                                                                                    230,540             131,321




          
                Total Current Assets                                                                                                                                                                29,746,100          29,052,212





          Property and equipment, net                                                                                                                                                                         566,591             333,897



          Intangible assets, net                                                                                                                                                                              427,769             260,059



          Goodwill                                                                                                                                                                                            447,790             173,560



          Escrow receivable                                                                                                                                                                                                      200,000



          Prepayments, deposits and other assets, net                                                                                                                                                         222,507             119,372



          Long-term investments                                                                                                                                                                               914,006             293,714



          Deferred tax assets, net                                                                                                                                                                            338,221             512,097




          
                Total Assets                                                                                                                                                                   $
       32,662,984      $
      30,944,911






          
                LIABILITIES AND SHAREHOLDERS' EQUITY



          Current liabilities



          Short-term bank loans                                                                                                                                                                        $
       2,184,996       $
      2,553,989



          Accounts payable and other current liabilities                                                                                                                                                      196,832           1,454,770



          Tax payables                                                                                                                                                                                        915,629             904,850



          Deferred subsidies                                                                                                                                                                                  109,250             125,080



          Deferred revenues                                                                                                                                                                                   124,192             200,836



          Salaries and benefits payable                                                                                                                                                                     7,735,487           7,341,688



          Amounts due to related parties                                                                                                                                                                                         208,342



          Deferred tax liabilities, net




          
                Total Current Liabilities                                                                                                                                                           11,266,386          12,789,555






          
                Commitments and Contingencies





          Shareholders' Equity



          Common share, $0.0001 par value; 100,000,000 shares authorized; 13,913,201                                                                                                                            1,391               1,359
      shares issued and outstanding as of June 30, 2019 and 13,590,000 shares
      issued and outstanding as of June 30, 2018*



          Additional paid-in capital                                                                                                                                                                       24,276,622          17,285,543



          Statutory reserves                                                                                                                                                                                1,833,802           1,118,467



          Accumulated deficits                                                                                                                                                                            (4,509,729)          (524,618)



          Accumulated other comprehensive loss                                                                                                                                                              (813,650)          (401,677)





          
                Total CLPS Incorporation's Shareholders' Equity                                                                                                                                     20,788,436          17,479,074






          
                Non-controlling Interests                                                                                                                                                              608,162             676,282






          
                Total Shareholders' Equity                                                                                                                                                          21,396,598          18,155,356






          
                Total Liabilities and Shareholders' Equity                                                                                                                                     $
       32,662,984      $
      30,944,911






          * The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.


                                                                                                                   
              
                CLPS INCORPORATION


                                                                   
              
                
                  
                    UNAUDITED
                   CONSOLIDATED statements of INCOME AND COMPREHENSIVE INCOME


                                                                                                     
              (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                                             For the years ended

                                                                                                                                                                           
              
                June 30,



                                                                                                                                                                    2019                                         2018






              Revenues                                                                                                                                                                  $
              64,932,937           $
             48,938,593



              Less: Cost of revenues (note 1)                                                                                                                                                     (41,178,356)                   (31,277,255)




              Gross profit                                                                                                                                                                          23,754,581                      17,661,338






              Operating expenses:



              Selling and marketing expenses (note 1)                                                                                                                                                2,179,029                       2,225,702



              Research and development expenses                                                                                                                                                      7,978,883                       7,837,873



              General and administrative expenses (note 1)                                                                                                                                          17,384,393                       5,871,622




              Total operating expenses                                                                                                                                                              27,542,305                      15,935,197




              (Loss) income from operations                                                                                                                                                       (3,787,724))                       1,726,141



              Subsidies and other income, net                                                                                                                                                          779,508                         960,784



              Other expenses                                                                                                                                                                          (92,429)                       (84,155)






              (Loss) income before income tax and share of loss in equity                                                                                                                          (3,100,645)                      2,602,770
        investees



              Provision (benefits) for income taxes                                                                                                                                                    186,615                       (112,128)




              (Loss) income before share of loss in equity investees                                                                                                                               (3,287,260)                      2,714,898



              Share of loss in equity investees, net of tax                                                                                                                                          (145,329)




              Net (loss) income                                                                                                                                                                    (3,432,589)                      2,714,898



              Less: Net (loss) income attributable to non-controlling interests                                                                                                                      (162,813)                        280,435




              
                Net (loss) income attributable to CLPS Incorporation's                                                                                         $
              
                (3,269,776)       $
     
               2,434,463
         shareholders






              Other comprehensive (loss) income



              Foreign currency translation (loss) gain                                                                                                                                   $
              (429,348)              $
             55,793



              Less: foreign currency translation (loss) gain attributable to Non-                                                                                                                     (17,375)                         10,200
         controlling interests




              Other comprehensive (loss) gain attributable to CLPS                                                                                                                       $
              (411,973)              $
             45,593
          Incorporation's shareholders






              Comprehensive (loss) income attributable to



              CLPS Incorporation shareholders                                                                                                                                          $
              (3,681,749)           $
             2,480,056



              Non-controlling interests                                                                                                                                                              (180,188)                        290,635



                                                                                                                                                                                        $
              (3,861,937)           $
             2,770,691






              Basic (loss) earnings per common share*                                                                                                                                       $
              (0.24)                $
             0.21




              Weighted average number of share outstanding - basic                                                                                                                                  13,843,764                      11,517,123




              Diluted (loss) earnings per common share*                                                                                                                                     $
              (0.24)                $
             0.21




              Weighted average number of share outstanding - diluted (note 2)                                                                                                                       13,843,764                      11,636,367




              Note:



              (1)  Includes share-based compensation expenses as follows:
          
              Cost of revenues
                                                                                                                                                                                                          9,472




                  Selling and marketing expenses                                                                                                                                                        46,100




                  General and administrative expenses                                                                                                                                                6,960,517






              (2)  All dilutive potential common shares had anti-dilutive impact and were excluded in computation of diluted
    earnings per share in the period when loss was reported.





              * The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.


                                                                                            
              
                CLPS INCORPORATION


                                                                                
              
                RECONCILIATION OF NON-GAAP TO GAAP RESULTS

                                                                             
              (Amounts in U.S. dollars ("$"), except for number of shares)




                                                                                                                                                                               For the years ended


                                                     
              
                June 30,

                                                                    ---

                                                                                                                                                                          2019                                         2018







              Cost of revenues                                                                                                                        $
             (41,178,356)                     $
             (31,277,255)



              Less: share-based compensation expenses                                                                                                                   9,472



              
                Non-GAAP cost of revenues                                                                                                  $
             (41,168,884)                     $
             (31,277,255)





              Selling and marketing expenses                                                                                                             $
             2,179,029                         $
             2,225,702



              Less: share-based compensation expenses                                                                                                                  46,100



              
                Non-GAAP selling and marketing expenses                                                                                       $
             2,132,929                         $
             2,225,702





              General and administrative expenses                                                                                                       $
             17,384,393                         $
             5,871,622



              Less: share-based compensation expenses                                                                                                               6,960,517



              
                Non-GAAP general and administrative expenses                                                                                 $
             10,423,876                         $
             5,871,622





              Operating (loss) income                                                                                                                  $
             (3,787,724)                        $
             1,726,141



              Add: share-based compensation expenses                                                                                                                7,016,089



              
                Non-GAAP operating income                                                                                                     $
             3,228,365                         $
             1,726,141






              Operating Margin                                                                                                                                         (5.8%)                                        3.5%



              Add: share-based compensation expenses                                                                                                                    10.8%




              
                Non-GAAP operating margin                                                                                                                     5.0%                                        3.5%






              Net (loss) income                                                                                                                        $
             (3,432,589)                        $
             2,714,898



              Add: share-based compensation expenses                                                                                                                7,016,089




              
                Non-GAAP net income                                                                                                           $
             3,583,500                         $
             2,714,898






              Net (loss) income attributable to CLPS Incorporation's                                                                                   $
             (3,269,776)                        $
             2,434,463
    shareholders



              Add: share-based compensation expenses                                                                                                                7,016,089




              
                Non-GAAP net income attributable to CLPS                                                                                                 3,746,313                                    2,434,463
    Incorporation's
    shareholders



                                                                                                                          
              $    
              $





              Weighted average number of share outstanding used in                                                                                                 13,843,764                                   11,517,123
    computing



              GAAP and non-GAAP basic earnings



              GAAP basic (loss) earnings per common share                                                                                                   $
             (0.24)                            $
              0.21



              Add: share-based compensation expenses                                                                                                                     0.51




              
                Non-GAAP basic earnings per common share                                                                                           $
             0.27                             $
              0.21






              Weighted average number of share outstanding used in                                                                                                 13,843,764                                   11,636,367
    computing



              GAAP diluted earnings



              Add: effect of dilutive securities (note 1)                                                                                                             194,824




              Weighted average number of share outstanding used in                                                                                                 14,038,588                                   11,636,367
    computing




              non-GAAP diluted earnings





              GAAP diluted (loss) earnings per common share                                                                                                 $
             (0.24)                            $
              0.21



              Add: share-based compensation expenses                                                                                                                     0.51




              
                Non-GAAP diluted earnings per common share                                                                                         $
             0.27                             $
              0.21






              Note:



              (1)   All dilutive potential common shares had anti-dilutive impact and were excluded in computation of



              GAAP diluted earnings per share in the period when loss was reported.

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SOURCE CLPS