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FORM 10-Q
(Quarterly Report)
Filed 05/20/22 for the Period Ending 03/31/22
https://www.otcmarkets.com/filing/conv_pdf?id=15836027&guid=xgU-kefWOfwfJth
Newtek Business Services Corp. Reports Record SBA 7(a) Loan Fundings for the Second Quarter 2022
Source: GlobeNewswire Inc.
Newtek Business Services Corp., (NASDAQ: NEWT), an internally managed business development company (“BDC”), announced today that Newtek Small Business Finance, LLC (“NSBF”) has funded a record amount of SBA 7(a) loans for the three and six months ended June 30, 2022. For the three months ended June 30, 2022, NSBF funded a record $200.6 million in SBA 7(a) loans, which represents a 112.7% increase over $94.3 million SBA 7(a) loan fundings for the three months ended June 30, 2021. For the six months ended June 30, 2022, NSBF funded a record $363.9 million in SBA 7(a) loans, which represents an 83.2% increase over $198.6 million SBA 7(a) loan fundings for the six months ended June 30, 2021. In addition, for the six months ended June 30, 3022, the Company reaffirmed its forecasts for net investment income (loss) (“NII”) in a range ($0.01) per share to $0.00 per share and adjusted net investment income (“ANII”) in a range of $1.40 per share to $1.50 per share.
Barry Sloane, Chairman, President and Chief Executive Officer said, “We couldn’t be more pleased to announce record SBA 7(a) fundings for the second quarter 2022. We believe these record fundings are testament to a seasoned management team and staff, and it is quite clear that the people, process, and software that we have been able to put in place has given us strong momentum in the second quarter and we believe will continue in the many quarters ahead. Additionally, we look forward to reporting a growing and robust pipeline of lending opportunities on our second quarter earnings conference call. Furthermore, and important to note, is that the year-over-year increase in second quarter 2022 loan fundings was not driven by any reduction in the credit quality of the borrowers we closed and funded loans for, as we do not believe in sacrificing credit quality for the sake of growth. In fact, during the second quarter 2022, the approval rate of all loan requests submitted and decisioned at the loan-committee level was lower than it has been in previous quarters which indicates a modest tightening of loan approvals.”
Mr. Sloane continued, “We previously forecasted that we expected to realize some margin compression in 2022 compared to the higher margins in 2021 during which we realized record gain-on-sale and margins. While we did experience margin compression in the second quarter of 2022, we want to note we were still able to meet our forecasts. We believe the decline in price margin we are seeing in the sales of guaranteed portions of SBA 7(a) loan is primarily driven by the Federal Reserve Bank (“Fed”) lagging behind the Treasury market in short-term rates, which has caused a lag in price adjustment on the floating-rate Prime, adjusted quarterly based coupon of SBA 7(a) loans, which impacts the pricing on government guaranteed loan sales and in the unguaranteed portions of SBA 7(a) loans held in our portfolio. However, based on commentary provided by the Fed, we believe the Fed will raise interest rates, which we believe should translate into more normalized pricing during the third quarter 2022, holding all else constant.”
Mr. Sloane further stated, “Based upon improvements in our process and people, we expect that going forward we will continue to realize greater productivity in our SBA 7(a) and SBA 504 lending, as well as our non-conforming conventional lending program. In addition, we also are hopeful to receive regulatory approval to convert to a bank holding company as well as approval to acquire the National Bank of New York City during the third quarter 2022, which we believe will assist us in building bank lending products and round out our lending menu, increasing productivity in conforming C&I lending and well as conforming CRE lending.”
Mr. Sloane concluded, “We are extremely proud that even with the increased market instability and changes, we continue to be able to deliver dividends to our shareholders which always have been and continue to be paid out of taxable income. We continue to focus on creating a diversified stream of income from our portfolio companies which can help support our overall business model with the goal of providing reoccurring streams of revenue and income without the associated capital investment in the payments, technology, payroll and insurance agency businesses. We look forward to reporting our full second quarter 2022 earnings in the first or second week of August. We hope to continue to demonstrate that our 24-year-old organization, publicly traded for 22 years, which has been through the 2008-2009 credit crisis and the pandemic, during strong and weak credit environments, and high and low interest rate environments, has been able to navigate all market environments and deliver above-average results to shareholders, will continue to do so. We thank our shareholders for their continued support and most importantly, thank all Newtek employees and the Newtek management team for delivering on our strategy and great results to all stakeholders.”
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company® are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, include our ability to close the pending acquisition of the National Bank of New York City (the “Acquisition”), obtain required regulatory approvals for the pending Acquisition, as well as projections concerning or considering the pending Acquisition, our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
Primary Logo
https://t.me/otcupdates/27758
C Updates
$CXCQ
0.0005
Expert Market, AS: 75M, OS: 75M, US: 17M
Officer(s) Added:
John Lawrence Thomas, Counsel
Officer(s) Removed:
John L. Thomas, Other, Legal Counsel
Chart, OTC Profile, Twitter, @otcupdates
Update: 2022-07-01 17:22:36 (UTC)
Item 2 Management?s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Arax Holdings Corp. (the "Company", "we", "our" or "us") was incorporated under the laws of the State of Nevada on February 23, 2012. Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred operating losses since its inception. We have a minimal operating history and no revenues or earnings from operations. We have no significant assets or financial resources. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company's ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entity until its operations become profitable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Plan of Operation
The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.
Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.
We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.
Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.
We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.
Limited Operating History; Need for Additional Capital
We cannot guarantee we will be successful in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
If we are unable to meet our needs for cash from either our operations or possible alternative sources, then we may be unable to develop our operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
CAMTEK ANNOUNCES RESULTS FOR THE FIRST QUARTER OF 2022
Source: PR Newswire (US)
Record revenue of $77.2 million; $150m in orders since the beginning of 2022
MIGDAL HAEMEK, Israel, May 12, 2022 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced its financial results for the first quarter ended March 31, 2022.
Camtek Logo
Highlights of the First Quarter of 2022
Record quarterly revenues of $77.2 million; a 35% increase year-over-year;
GAAP operating income of $19.5 million; non-GAAP operating income of $22.2 million, representing an operating margin of 25.3% and 28.8% respectively;
GAAP net income of $18.4 million and non-GAAP net income of $21.0 million
Forward-Looking Expectations
Management expects continued growth for the second quarter with revenues to be $77-80 million.
Management Comment
Rafi Amit, Camtek's CEO commented, "We have started 2022 with strong results and we are continuing to experience an impressive flow of orders. Despite the negative global geopolitical environment and the ongoing COVID-19 implications, specifically the lockdown in Shanghai area, the Company has received orders from China and from other territories of more than $150 million since the beginning of the year. The orders were received from a broad range of customers and will be used for various applications such as Advanced Interconnect Packaging including DRAM, Front End and CIS. This strengthens our expectations for another record year with year-over-year revenue growth of mid to high teens."
First Quarter 2022 Financial Results
Revenues for the first quarter of 2022 were $77.2 million. This compares to first quarter 2021 revenues of $57.4 million, a growth of 35%.
Gross profit on a GAAP basis in the quarter totaled $39.9 million (51.7% of revenues), up 38% compared to a gross profit of $29.0 million (50.5% of revenues) in the first quarter of 2021.
Gross profit on a non-GAAP basis in the quarter totaled $40.2 million (52.0% of revenues), up 38% compared to a gross profit of $29.1 million (50.7% of revenues) in the first quarter of 2021.
Operating profit on a GAAP basis in the quarter totaled $19.5 million (25.3% of revenues), an increase of 36% compared to an operating profit of $14.4 million (25.1% of revenues) in the first quarter of 2021.
Operating profit on a non-GAAP basis in the quarter totaled $22.2 million (28.8% of revenues), an increase of 42% compared to $15.6 million (27.2% of revenues) in the first quarter of 2021.
Net income on a GAAP basis in the quarter totaled $18.4 million, or $0.39 per diluted share, compared to net income of $13.4 million, or $0.30 per diluted share, in the first quarter of 2021.
Net income on a non-GAAP basis in the quarter totaled $21.0 million, or $0.44 per diluted share, compared to a non-GAAP net income of $14.6 million, or $0.35 per diluted share, in the first quarter of 2021.
Cash and cash equivalents, short-term and long-term deposits, as of March 31, 2022, were $428.3 million compared to $429.9 million as of December 31, 2021. During the first quarter, the Company used net operating cash of $0.4 million, mainly due to a one-time tax payment and the timing of collection.
Conference Call
Camtek will host a video conference call/webinar today via Zoom, May 12, 2022, at 9:00 am ET (16:00 Israel time).
Rafi Amit, CEO, Moshe Eisenberg, CFO and Ramy Langer, COO will host the call and will be available to answer questions after presenting the results.
To participate in the webinar, please register using the following link, which will email the link with which to access the video call:
https://us06web.zoom.us/webinar/register/8116486597123/WN_-FFiSVPcT_C1J-LvZxWSLg
For those wishing to listen via phone, following registration, the dial-in link will be sent.
For those unable to participate, a recording will be available on Camtek's website at http://www.camtek.com within a few hours after the call.
A summary presentation of the quarterly results will also be available on Camtek's website.
ABOUT CAMTEK LTD.
Camtek is a leading manufacturer of metrology and inspection equipment and a provider of software solutions serving the Advanced Packaging, Memory, CMOS Image Sensors, MEMS, RF and other segments in the mid end of the semiconductor industry.
Camtek provides dedicated solutions and crucial yield-enhancement data, enabling manufacturers to improve yield and drive down their production costs.
With eight offices around the world, Camtek has best-in-class sales and customer support organization, providing tailor-made solutions in line with customers' requirements.
This press release is available at http://www.camtek.com
This press release contains statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. ("we," "us" and "our"). Forward-looking statements include our expected revenues for the second and third quarter of 2022 and can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Our actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including as a result of the effect of the COVID-19 pandemic on the global markets and on the markets in which we operate, including the risk of the continuation of disruptions to our and our customers', providers', business partners' and contractors' businesses as a result of the COVID-19 pandemic; our expectations regarding sufficiency of cash on hand; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers' operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant market participants with greater resources than us; the rapid evolvement of technology in the markets in which we operate, and our ability to adequately predict these changes or keep pace with emerging industry standards; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea; changing industry and market trends; reduced demand for our products; the timely development of our new products and their adoption by the market; increased competition in the industry; price reductions; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC.
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.
This press release provides financial measures that exclude: (i) share based compensation expenses; and (ii) tax settlement expenses, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors. A reconciliation between the GAAP and non-GAAP results appears in the tables at the end of this press release.
CAMTEK LTD. and its subsidiaries
Consolidated Balance Sheets
(In thousands)
March 31,
December 31,
2022
2021
U.S. Dollars (In thousands)
Assets
Current assets
Cash and cash equivalents
76,254
241,943
Short-term deposits
307,000
156,000
Trade accounts receivable, net
72,489
57,825
Inventories
63,844
58,759
Other current assets
6,913
5,653
Total current assets
526,500
520,180
Long-term deposits
45,000
32,000
Long term inventory
5,238
5,150
Deferred tax asset, net
187
227
Other assets, net
311
190
Property, plant and equipment, net
28,823
25,400
Intangible assets, net
595
610
Total non-current assets
80,154
63,577
Total assets
606,654
583,757
Liabilities and shareholders' equity
Current liabilities
Trade accounts payable
37,883
33,550
Other current liabilities
52,941
56,137
Total current liabilities
90,824
89,687
Long term liabilities
Other long-term liabilities
6,224
5,800
Convertible notes
194,936
194,643
201,160
200,443
Total liabilities
291,984
290,130
Commitments and contingencies
Shareholders' equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at
March 31, 2022 and at December 31, 2021;
45,974,069 issued shares at March 31, 2022 and 45,939,019 at
December 31, 2021;
43,881,693 shares outstanding at March 31, 2022 and 43,846,643 at
December 31, 2021
172
172
Additional paid-in capital
179,247
176,582
Retained earnings
137,149
118,771
316,568
295,525
Treasury stock, at cost (2,092,376 as of March 31, 2022 and
December 31, 2021)
(1,898)
(1,898)
Total shareholders' equity
314,670
293,627
Total liabilities and shareholders' equity
606,654
583,757
Camtek Ltd.
Consolidated Statements of Operations
(in thousands, except share data)
Three months ended
Year ended
March 31,
December 31,
2022
2021
2021
U.S. dollars (In thousands)
Revenues
77,166
57,352
269,659
Cost of revenues
37,308
28,375
132,315
Gross profit
39,858
28,977
137,344
Operating expenses:
Research and development
7,677
5,478
23,473
Selling, general and administrative
12,655
9,100
42,973
Total operating expenses
20,332
14,578
66,446
Operating profit
19,526
14,399
70,898
Financial income, net
633
386
1,030
Income before incomes taxes
20,159
14,785
71,928
Income tax expense
(1,781)
(1,425)
(11,651)
Net income
18,378
13,360
60,277
Basic net earnings per share
0.42
0.31
1.38
Diluted net earnings per share
0.39
0.30
1.34
Weighted average number of
ordinary shares outstanding:
Basic
43,852
43,289
43,644
Diluted
48,146
44,478
45,035
Camtek Ltd.
Reconciliation of GAAP To Non-GAAP results
(In thousands, except share data)
Three months ended
March 31,
Year ended
December 31,
2022
2021
2021
U.S. dollars
U.S. dollars
Reported net income attributable to Camtek Ltd. on GAAP basis
18,378
13,360
60,277
Tax settlement (1)
-
-
5,305
Share-based compensation
2,665
1,211
5,815
Non-GAAP net income
21,043
14,571
71,397
Non –GAAP net income per share, basic and diluted
0.44
0.33
1.59
Gross margin on GAAP basis
51.6%
50.5%
50.9%
Reported gross profit on GAAP basis
39,858
28,977
137,344
Share-based compensation
302
128
653
Non- GAAP gross margin
52.0%
50.7%
51.2%
Non-GAAP gross profit
40,160
29,105
137,997
Reported operating income
attributable to Camtek Ltd. on GAAP basis
19,526
14,399
70,898
Share-based compensation
2,665
1,211
5,815
Non-GAAP operating income
22,191
15,610
76,713
(1) In February 2022 the Company reached a settlement with the Israeli Tax Authorities and in the financial statements for the year ended December 31, 2021, recorded a one-time tax expense in respect of its historical exempt earnings.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
INTERNATIONAL INVESTOR RELATIONS
GK Investor Relations
Ehud Helft
Tel: (US) 1 212 378 8040
camtek@gkir.com
Cision View original content:https://www.prnewswire.com/news-releases/camtek-announces-results-for-the-first-quarter-of-2022-301545911.html
SOURCE Camtek Ltd
Copyright 2022 PR Newswire
CyberOptics Receives $4.6 Million of New Orders for 3D MX3000™ Systems
Source: Business Wire
CyberOptics Corporation (Nasdaq: CYBE), a leading global developer and manufacturer of high precision sensing technology solutions, today announced that it has received new orders valued at $4.6 million from recurring customers for its 3D MX3000 memory module inspection systems, powered by Multi-Reflection Suppression® (MRS®) sensors. These final vision inspection (FVI) systems are expected to be recognized as revenue in the second half of 2022.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high-precision 3D sensing technology solutions. CyberOptics’ sensors are used for inspection and metrology in the SMT and semiconductor markets to significantly improve yields and productivity. By leveraging its leading edge technologies, the Company has strategically established itself as a global leader in high precision 3D sensors, allowing CyberOptics to further increase its penetration of key vertical markets. Headquartered in Minneapolis, Minnesota, CyberOptics conducts worldwide operations through its facilities in North America, Asia and Europe.
Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: a possible world-wide recession or depression resulting from the economic consequences of the COVID-19 pandemic; the negative effect on our revenue and operating results of the COVID-19 crisis on our customers and suppliers and the global supply chain; market conditions in the global SMT and semiconductor capital equipment industries; trade relations between the United States and China and other countries; the timing of orders and shipments of our products, particularly our 3D MRS SQ3000 and SQ3000+ Multi-Function systems and MX systems for memory module inspection; increasing price competition and price pressure on our product sales, particularly our inspection and metrology systems; the level of orders from our OEM customers; the availability of parts required to meet customer orders; unanticipated product development challenges; the effect of world events on our sales, the majority of which are from foreign customers; rapid changes in technology in the electronics and semiconductor markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives; the market acceptance of our SQ3000 and SQ3000+ Multi-Function systems and products for semiconductor inspection and metrology; costly and time consuming litigation with third parties related to intellectual property infringement; the negative impact on our customers and suppliers due to past and future terrorist threats and attacks and any acts of war; the impact of lower gross margin MX3000 orders on our consolidated gross margin percentage in any future period; risks related to cancellation or renegotiation of orders we have received; and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220524005954/en/
Jeffrey A. Bertelsen, Chief Financial Officer
763-542-5000
Carla Furanna, Vice President of Global Marketing
952-820-5837
CyberOptics Reports Strong First Quarter Operating Results
Source: Business Wire
3D MRS-Based Sensors and Inspection Systems and Semiconductor Sensors Post Strong Growth
CyberOptics Corporation (Nasdaq: CYBE) today reported sales of $24.2 million for the first quarter of 2022 ended March 31, an increase of 37% from $17.7 million in the first quarter of 2021. Net income for the first quarter of 2022 was $3.6 million or $0.47 per diluted share, an increase of 149% from earnings of $1.4 million or $0.19 per diluted share in the year-earlier quarter.
Dr. Subodh Kulkarni, president and chief executive officer, commented, “Each of our product groups—3D and 2D sensors, semiconductor products and inspection/metrology systems—posted strong, double-digit sales growth in the first quarter of 2022. The competitive advantages of our portfolio of 3D Multi-Reflection Suppression® (MRS®) sensors and inspection systems and WaferSense® semiconductor sensors make us confident about CyberOptics’ second quarter and full-year prospects.”
Kulkarni added, “We are continuing to advance our line-up of WaferSense products and MRS-based sensors and inspection systems to continue to enable our customers to recognize significant improvements in yields, processes and productivity, particularly for their advanced applications. Additionally, we are investing in new sensor technologies to position CyberOptics for long-term growth in our targeted semiconductor and advanced SMT capital equipment markets.”
Sales of 3D and 2D sensors increased 27% year-over-year to $8.1 million in the first quarter of 2022. Within this category, sales of 3D MRS sensors rose 15% year-over-year to $4.9 million in this year’s first quarter. Semiconductor inspection and metrology applications are continuing to generate strong demand for our 3D MRS-based sensors. Sales of 3D and 2D sensors are forecasted to post solid growth on a year-over-year basis in the second quarter of 2022.
Sales of semiconductor sensors, principally our WaferSense line of sensors, increased 34% year-over-year to $6.8 million in the first quarter of 2022. Strong demand for semiconductor capital equipment is driving the sales growth of these yield and process improvement sensors. Sales of semiconductor sensors are again forecasted to post strong double-digit growth on a year-over-year basis in the second quarter of 2022.
Sales of inspection and metrology systems rose 49% year-over-year in the first quarter of 2022 to $9.4 million. First quarter sales of SQ3000™ Multi-Function inspection systems increased 45% year-over-year to $5.9 million as this product continues to gain traction among existing and new customers. Total SQ3000 sales related to mini-LED applications came to $619,000 in this year’s first quarter. New orders for mini-LED related inspection and metrology are expected in 2022.
First quarter system sales also benefited from customer acceptances of $1.0 million for 3D MX3000™ Final Vision Inspection systems and sensor kits for memory modules. New orders totaling $3.5 million for 3D MX3000 systems were received during the first quarter, which brought our quarter-ending MX backlog to $5.9 million. Orders in the current backlog are scheduled to be recognized as revenue over the balance of 2022. Reflecting normal sales fluctuations of capital equipment, sales of inspection and metrology systems are forecasted to be relatively flat on a year-over-year basis in the second quarter of 2022.
CyberOptics’ backlog at March 31, 2022 totaled a record $47.4 million, up from $47.3 million at the end of the fourth quarter of 2021 and $32.4 million at March 31, 2021. The company is forecasting sales of $25.0 to $28.0 million for the second quarter of 2022 ending June 30, compared to $25.2 million reported in the second quarter of 2021.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high-precision 3D sensing technology solutions. CyberOptics’ sensors are used for inspection and metrology in the SMT and semiconductor markets to significantly improve yields and productivity. By leveraging its leading edge technologies, the Company has strategically established itself as a global leader in high precision 3D sensors, allowing CyberOptics to further increase its penetration of key vertical markets. Headquartered in Minneapolis, Minnesota, CyberOptics conducts worldwide operations through its facilities in North America, Asia and Europe.
Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: a possible world-wide recession or depression resulting from the economic consequences of the COVID-19 pandemic; the negative effect on our revenue and operating results of the COVID-19 crisis on our customers and suppliers and the global supply chain; market conditions in the global SMT and semiconductor capital equipment industries; trade relations between the United States and China and other countries; the timing of orders and shipments of our products, particularly our 3D MRS SQ3000 and SQ3000+ Multi-Function systems and MX systems for memory module inspection; increasing price competition and price pressure on our product sales, particularly our inspection and metrology systems; the level of orders from our OEM customers; the availability of parts required to meet customer orders; unanticipated product
Tyler Technologies Acquires Quatred
Source: Business Wire
Acquisition will provide a single barcoding solution for all Tyler platforms
Tyler Technologies, Inc. (NYSE: TYL) announced today it has acquired Quatred, a systems integrator and solution provider that assists clients with implementing advanced touchless technologies, including barcoding.
Quatred has been a Tyler partner since 2018, when Tyler began integrating with QUICK® (Quatred Universal Interface Control Kit), a wireless, service-oriented architecture foundation, providing rapid deployment. These mobile solutions interact in real-time with Tyler’s Enterprise ERP solution, powered by Munis®, to track assets and inventory transactions. Through this acquisition, Tyler will integrate Quatred’s barcoding technology into additional Tyler solutions while also strengthening its current enterprise resource planning (ERP) and enterprise asset maintenance offerings.
“The acquisition of Quatred builds upon our successful partnership for the QUICK solution serving our ERP portfolio and is a natural fit for Tyler,” said Chris Webster, president of Tyler’s ERP Division. “We are very excited to bring a single barcoding solution to all Tyler platforms to support a unified client experience. This solution will be developed, implemented, and supported by the Tyler team. We look forward to the opportunities ahead to expand into our other Tyler solutions.”
Quatred’s QUICK foundation supports mobile inventory and mobile fixed asset management. The solution allows clients to print barcoded labels and accurately scan them, reducing errors and eliminating paperwork. There is no need to manually record transactions such as issues/returns and physical inventory, optimizing warehouse management.
Quatred serves more than 150 public sector clients, many of whom already use Tyler’s Enterprise ERP solution for assets and inventory management. The acquisition allows Tyler to leverage its current ERP client base, as well as drive growth opportunities in public safety and public administration.
“With such a strong existing relationship with Tyler, we’re excited by the possibilities of what we can accomplish now as part of the team,” said Dawn Brown, director of operations, Quatred. “We look forward to not only strengthening the barcoding solution for ERP clients, but we are confident in our ability to bolster this capability for other types of public sector entities.”
Founded in 2005 by Marc Doyon, Quatred is based in Center Barnstead, New Hampshire. The company’s employees will join Tyler as full-time employees.
About Tyler Technologies, Inc.
Tyler Technologies (NYSE: TYL) provides integrated software and technology services to the public sector. Tyler's end-to-end solutions empower local, state, and federal government entities to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions are transforming how clients gain actionable insights that solve problems in their communities. Tyler has more than 37,000 successful installations across more than 12,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including Government Technology's GovTech 100 list and Forbes' "Most Innovative Growth Companies" list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220527005282/en/
Jennifer Kepler
Tyler Technologies
972.713.3770
Media.team@tylertech.com
They paid David Lazar $400,000 to obtain this SEC reporting shell.
Gary Guzzo
Consultant at Floridian Partners
Floridian Partners, LLC
Tallahassee, Florida, United States500+ connections
Experience
Floridian Partners, LLC Graphic
Consultant
Floridian Partners, LLC
Jan 2009 - Present13 years 5 months
Gary Guzzo has been providing lobbying and consulting services to the insurance industry as well as other financial institutions and regulated industries for 25-plus years. These corporations include foreign and domestic property and casualty insurers, banks, telecommunications and health care industries. Gary represents numerous companies and trade associations as they try to navigate their way through both the executive and legislative branches of government.
Gary’s specialties include acting as an advocate for clients in front of state agencies and the Florida Legislature as well as working with his clients’ management teams and boards, providing strategic planning and consulting services on business issues and opportunities in the Florida and national marketplaces.
Since 1984, Gary has helped his clients with rate filings, banking regulation issues and market conduct examinations. He has spearheaded legislative initiatives including the workers’ compensation rewrite, property insurance initiatives, Florida no fault sunset, telecommunications reform, tax issues affecting insurance, aerospace, tobacco, telecommunications and retail industries.
https://www.otcmarkets.com/filing/conv_pdf?id=15067862&guid=CEewkWIA7bm1Qth
Item 5.01 Changes in Control of Registrant.
On June 24, 2021, as a result of a private transactions, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the "Shares") of Romulus Corp., a Nevada corporation (the "Company"), were transferred from Custodian Ventures, LLC to Michael Pieter Loubser (the “Purchaser”). As a result, the Purchaser became an approximately 90.6% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was $400,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.
Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01
NOTE 11 – CONVERTIBLE PROMISSORY NOTES PAYABLE
a) Convertible promissory notes
In October, November, and December 2021, the Company, issued seven (7) convertible promissory notes of US$2,250,000 aggregate principal amount, due in one year (the ‘Notes’) with issuance price discounted 90.0%. The Notes bear interest at a rate of 8.0% per annum, payable in one year and will mature on October 27, November 5, November 16, November 29 and December 2 of 2022. Net proceeds after debt issuance costs and debt discount were approximately US$1,793,000. Debt issuance costs in the amount of US$162,000 are recorded as deferred charges and included in the other current assets on the consolidated balance sheet. The debt discount and debt issuance costs are amortized into interest expense using the effective interest method over the terms of the Notes.
The details of convertible notes are as follows:
Unless the Notes are converted, the principal amounts of the Notes, and accrued interest at the rate of 8% per annum, are payable on the one-year anniversary of the issuance of the Notes (the “Maturity Date”). If the Company fails to satisfy its loan obligation by the Maturity Date, the default interest rate will be 16%.
The Lenders have the right to convert any or all of the principal and accrued interest on the Notes into shares of common stock of the Company on the earlier of (i) 180 calendar days after the issuance date of the Notes or (ii) the closing of a listing for trading of the common stock of the Company on a national securities exchange offering resulting in gross proceeds to the Company of $15,000,000 or more (an “Uplist Offering”). If the Company closes an Uplist Offering on or before the 180th calendar date after the issuance date of the Notes, the conversion price shall be 70% of the per share offering price in the Uplist Offering; otherwise, the conversion price is $0.75 per share.
Subject to customary exceptions, if the Company issues shares or any securities convertible into shares of common stock at an effective price per share lower than the conversion price of the Notes, the conversion rate of the Notes shall be reduced to such lower price.
Until the Notes are either paid or converted in their entirety, the Company agreed with the Lenders not to sell any securities convertible into shares of common stock of the Company (i) at a conversion price that is based on the trading price of the stock or (ii) with a conversion price that is subject to being reset at a future date or upon an event directly or indirectly related to the business of the Company or the market for the common stock. The Company also agreed to not issue securities at a future determined price.
The Lenders have the right to require the Company to repay the Notes if the Company receives cash proceeds, including proceeds from customers and the issuance of equity (including in the Uplist Offering). If the Company prepays the Notes prior to the Maturity Date, the Company shall pay a 10% prepayment penalty.
For the year ended December 31, 2021, the Company recognized interest expenses of the Notes in the amount of US$27,447.
The following is the summary of outstanding promissory notes as of December 31, 2021:
Interest rate Principal Amount Net Proceeds Warrants Shares Maturity Date
Convertible Note- Tarlos Victory (Note 9 (b)) 8 % $ 250,000 $ 197,000 200,000 October 27, 2022
Convertible Note-Mast Hill (Note 9 (b)) 8 % 750,000 601,000 600,000 November 5, 2022
Convertible Note-First Fire (Note 9 (b)) 8 % 250,000 197,000 200,000 November 16, 2022
Convertible Note-LGH Note 9 (b)) 8 % 250,000 207,000 200,000 November 24, 2022
Convertible Note -Fourth Man (Note 9 (b)) 8 % 250,000 197,000 200,000 November 29, 2022
Convertible Note-Jeffery Street Note 9 (b)) 8 % 250,000 197,000 200,000 December 2, 2022
Convertible Note -Blue Lake Note 9 (b)) 8 % 250,000 197,000 200,000 December 2, 2022
Total 2,250,000 1,793,000 1,800,000
Debt Discounts (225,000 )
Amortization of discounts for the year ended December 31, 2021 5,550
Convertible Promissory Notes payable as of December 31, 2021 $
2,030,550
*The Company prepaid $10,000 legal deposit for each note till the repayment of the notes.
F-18
b) Warrants
Accounting for Warrants
In connection with the issuance of a convertible promissory notes (see Note 11 (a) in October, November and December, 2021, the Company also issued seven (7) three-year warrant (the “Warrant”) to purchase an aggregate of 1,800,000 shares of the Company’s common stock (the “Warrant Shares”).
The Warrants issued to the Lenders granted each of the Lenders the right to purchase up to 200,000 shares of common stock of the Company at an exercise price of $1.25 per share. However, if the Company closes an Uplist Offering on or before the 180th calendar date after the issuance date of the Warrants, then the exercise price shall be 125% of the offering price of a share in the Uplist Offering. If the adjusted exercise price as a result of the Uplist Offering is less than $1.25 per share, then the number of shares for which the Warrants are exercisable shall be increased such that the total exercise price, after taking into account the decrease in the per share exercise price, shall be equal to the total exercise price prior to such adjustment.
The Lenders have the right to exercise the Warrants on a cashless basis if the highest traded price of a share of common stock of the Company during the 150 trading days prior to exercise of the Warrants exceeds the exercise price, unless there is an effective registration statement of the Company which covers the resale of the Lenders.
If the Company issues shares or any securities convertible into shares at an effective price per share lower than the exercise price of the Warrants, the exercise price of the Warrants shall be reduced to such lower price, subject to customary exceptions.
The Lenders may not convert the Notes or exercise the Warrants if such conversion or exercise will result in each of the Lenders, together with any affiliates, beneficially owning in excess of 4.9% of the Company’s outstanding common stock immediately after giving effect to such exercise unless the Lenders notify the Company at least 61 days prior to such exercise.
The fair values of these warrants as of December 31, 2021 were calculated using the Black-Scholes option-pricing model with the following assumptions:
December 31, 2021
Volatility (%) Expected dividends yield (%) Weighted average expected life (year) Risk-free interest rate (%) (per annum) Initial value of common stock purchase warrants liability (US$) Changes of fair value of common stock purchase warrants liability (- (gains)/+ losses(US$) Common stock purchase sarrants liability as of December 31, 2021(US$)
Convertible Note- Tarlos Victory (Note 9 (a)) 187.3 % $ 0.0 % $ 2.8 0.97 % 311,649 (186,893 ) 124,756
Convertible Note-Mast Hill (Note 9 (a)) 187.3 % 0.0 % 2.8 0.97 % 576,233 (201,077 ) 375,156
Convertible Note-First Fire (Note 9 (a)) 187.3 % 0.0 % 2.9 0.97 % 196,037 (70,629 ) 125,408
Convertible Note-LGH Note 9 (a)) 187.3 % 0.0 % 2.9 0.97 % 214,644 (88,980 ) 125,664
Convertible Note -Fourth Man (Note 9 (ab)) 187.3 % 0.0 % 2.9 0.97 % 214,867 (89,046 ) 125,821
Convertible Note-Jeffery Street Note 9 (a)) 187.3 % 0.0 % 2.9 0.97 % 187,338 (61,423 ) 125,915
Convertible Note -Blue Lake Note 9 (a)) 187.3 % 0.0 % 2.9 0.97 % 187,338 (61,423 ) 125,915
Total Total 1,888,106 (759,471 ) 1,128,635
F-19
Results of Operations
Highlights for the year ended December 31, 2021 include:
? Revenues were $40.8 million, an increase of 30.0% from $31.3 million for the year ended December 31, 2020
? Gross profit was $18.4 million, an increase of 17.9% from $15.6 million for the year ended December 31, 2020
? Net income was $17.4 million, an increase of 95.5% from $8.9 million for the year ended December 31, 2020
? Total volume shipped was 1,922,353 units, an increase of 16.1% from 1,656,050 units for the year ended December 31, 2020
Results of Operations
The following table sets forth, for the periods indicated, statements of income data:
(in US Dollar millions,
except percentage) For the Years Ended December 31, Change
2021 2020 %
Revenues $ 40.8 $ 31.3 30.0 %
Cost of revenues (22.4 ) (15.7 ) 42.7 %
Gross profit 18.4 15.6 17.9 %
Total operating expenses (5.8 ) (3.7 ) 56.8 %
Operating income 12.6 11.9 5.9 %
Total other income (expenses) 9.2 (1.4 ) 757.1 %
Income before income taxes 21.8 10.4 107.6 %
Income tax benefit (expense) (4.4 ) (1.5 ) 193.3 %
Net income $ 17.4 $ 8.9 95.5 %
For the Years Ended December 31, 2021 and 2020
Revenues
Revenues were $40.8 million in the year ended December 31, 2021, an increase of $9.4 million, or 30.0%, compared with $31.3 million in the year ended December 31, 2020. This increase was due to the increase of 16.1% in sales volume, an increase of 12.1% in the average selling price of our products, and 6.6% positive impact from exchange rate due to appreciation of RMB against US dollars, as compared with those of the same period of last year.
HEALTHTECH SOLUTIONS, INC./UT
FORM 10-K
https://www.otcmarkets.com/filing/conv_pdf?id=15734869&guid=K0ewkpFM6owyvOh
https://www.otcmarkets.com/filing/conv_pdf?id=15067862&guid=-t6wkng_ohIfJth
Item 5.01 Changes in Control of Registrant.
On June 24, 2021, as a result of a private transactions, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the "Shares") of Romulus Corp., a Nevada corporation (the "Company"), were transferred from Custodian Ventures, LLC to Michael Pieter Loubser (the “Purchaser”). As a result, the Purchaser became an approximately 90.6% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was $400,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.
Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Michael Pieter Loubser consented to act as the new Chairman of the Board of Directors of the Company, Ockert Cornelius Loubser consented to act as the new Chief Executive Officer of the Company, and Rastislav Vašicka consented to act as the new Chief Information Officer of the Company.
Michael Pieter Loubser, 63, is the Chairman of the Board of the Company. He graduated from CR Swart Hoërskool, Pretoria Matric in 1975, Matriculated with University. Mr. Loubser is a Software Strategist and Architect at Core Group in Bratislava, Slovakia, and has been since 2003. It is in Blockchain and Crypto development. Mr. Loubser is also COO, Operational of GTIFin s.r.o. in Bratislava, Slovakia, and has been since 2008. There he implements turnaround strategies for companies with financial requirements and production capacity challenges.
Ockert Loubser is the CEO of the Company. He has been the Chief Executive Officer of Core Decentralized Technologies since 2014, Chief Executive Officer of Wall Money since 2014, Chief Executive Officer of CorePay since 2014, Chief Executive Officer of Ting since 2014, Chief Executive Officer of TokToKey since 2012, Chief Executive Officer of PingExchange since 2014, Chief Executive Officer of Core Group since 2014, and CEO of Wall it since 2003. Ockert Loubser is the Co-Founder of GTIFin s.r.o. and has been with them since 2012. He is also the Chief Manager at CCnews24, and has been since 2018.
Rastislav Vašicka is the Chief Information Officer of the Company. Rastislav Vašicka has been the Chief Information Officer of Decentralized Software Solutions Platform since 2019. Rastislav has been the Chief Information Officer of Core Group since 2017, the Chief Information Officer of ping exchange since 2018, the Founder of CRYPTO ¦ HUB since 2018, the Managing Editor at CCnews24 since Jan 2018, CIO of Wall it since 2016, and Co-founder of Webhosting & Blockchain services since 2010.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 STOCK PURCHASE AGREEMENT, dated June 24, 2021, by and between Custodian Ventures. LLC and Michael Pieter Loubser
Connecting the dots…..
https://sk.linkedin.com/in/ockert-loubser-84b53613
Ockert Loubser
Chief Executive Officer at Core Decentralized Technologies
Core Decentralized Technologies
https://www.otcmarkets.com/filing/conv_pdf?id=15665710&guid=-t6wkng_ohIfJth
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 17, 2022
Arax Holdings Corp
(Registrant)
By: /s/ Ockert Loubser
Ockert Loubser, Chief Executive Officer (Principal Executive Officer)
By: /s/ Christopher Strachan
Christopher Strachan, Chief Financial Officer (Principal Financial
Form 3’s for
BOARD OF DIRECTORS
Guangde Cai
Chairman
Jiaying Cai
Jing Chen
Independent Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
Jeffrey Kone
Independent Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
Wei Wang
Independent Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
https://www.otcmarkets.com/stock/REPO/profile
Last 2 Filings
https://www.otcmarkets.com/otcapi/company/financial-report/311830/content
https://www.otcmarkets.com/otcapi/company/financial-report/305489/content
Randall Lanham
https://www.linkedin.com/in/randall-lanham-31409426
https://nymox.com/corporate#team
Randall Lanham, Independent Director
Randall Lanham is an Orange County attorney with extensive experience in securities law and corporate finances. Mr. Lanham has vast experience in both domestic and international corporate legal matters.
Stock Info
Nymox Pharmaceutical Corp
NASDAQ: NYMX
1.08 USD
CyberOptics Reports Strong Fourth Quarter and Record 2021 Sales and Earnings
Source: Business Wire
Operating Results Paced by Robust Sales of WaferSense® and 3D MRS™-Based Sensor Products
CyberOptics Corporation (Nasdaq: CYBE) today reported sales of $22.1 million for the fourth quarter of 2021 ended December 31, an increase of 31% from $16.9 million in the fourth quarter of 2020. Net income for the fourth quarter of 2021, which benefitted from a gross margin percentage of almost 50%, came to $3.4 million or $0.45 per diluted share, an increase of 132% from earnings of $1.5 million or $0.20 per diluted share in the year-earlier quarter.
CyberOptics reported record sales and earnings in 2021. For the full-year, sales totaled $92.8 million, an increase of 32% from $70.1 million in 2020. Net income in 2021 was $12.8 million or $1.69 per diluted share, up significantly from $5.7 million or $0.77 per diluted share in 2020. CyberOptics record operating results were driven by sales of its 3D Multi-Reflection Suppression™ (MRS™)-based sensors and inspection and metrology system products and WaferSense semiconductor sensors. These products accounted for 78% of total sales in 2021, compared to 67% in 2020.
Dr. Subodh Kulkarni, president and chief executive officer, commented, “Our strong fourth quarter sales demonstrate that CyberOptics is continuing to penetrate and gain traction in our targeted surface mount technology (SMT) and semiconductor capital equipment markets. The competitive advantages of our advanced sensor and inspection and metrology system products are enabling us to capitalize upon strong growth opportunities in these markets. Demand for our MRS-based products and WaferSense sensors is expected to remain strong for some time, making us optimistic about CyberOptics’ outlook for the first quarter of 2022. We also see the full year shaping up as another period of strong operating results.”
Sales of 3D and 2D sensors increased 40% year-over-year to $7.0 million in the fourth quarter of 2021. Within this category, sales of 3D MRS sensors rose 41% year-over-year to $5.0 million in the fourth quarter, driven by demand for these sensors for high-end electronics and semiconductor inspection and metrology applications. Sales of 3D and 2D sensors are forecasted to post strong year-over-year growth in the first quarter of 2022.
Sales of semiconductor sensors, principally our WaferSense line of sensors, increased 62% year-over-year to $6.0 million in the fourth quarter of 2021. Ongoing demand for semiconductor capital equipment is driving the sales growth of these yield and process improvement sensors. Sales of semiconductor sensors are forecasted to record strong year-over-year growth in the first quarter of 2022.
Sales of inspection and metrology systems rose 11% year-over-year in the fourth quarter of 2021 to $9.1 million. Within this product category, fourth quarter sales of SQ3000™ Multi-Function inspection and metrology systems increased 15% year-over-year to $4.7 million. Of total SQ3000 sales, $1.1 million was generated by sales of systems for mini-LED inspection and metrology. SQ3000 sales related to mini-LED applications totaled $8.0 million for the full year, up from $4.6 million in 2020, and the mini-LED backlog at December 31, 2021 stood at $1.4 million. Additional orders are anticipated in 2022.
Fourth quarter system sales also benefited from customer acceptances of nearly $1.0 million for 3D MX3000™ Final Vision Inspection systems and sensor kits for memory modules. Additional MX3000 orders of $1.5 million were received earlier in the first quarter of 2022, bringing our current backlog of 2D and 3D MX products to $5.0 million. These orders are presently scheduled to be recognized as revenue primarily in the second and third quarters of 2022. Sales of inspection and metrology systems are forecasted to post strong year-over-year growth in the first quarter of 2022.
CyberOptics’ backlog at December 31, 2021 totaled a record $47.3 million, up from $44.2 million at the end of the third quarter of 2021 and $23.0 million at the end of 2020. The company is forecasting sales of $22.0 to $24.0 million for the first quarter of 2022 ending March 31, compared to $17.7 million in the first quarter of 2021. CyberOptics expects to report strong operating results in the first quarter of 2022, based on the continuation of favorable market conditions and shipments from its order backlog of 3D MRS based sensor and system products.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high-precision 3D sensing technology solutions. CyberOptics’ sensors are used for inspection and metrology in the SMT and semiconductor markets to significantly improve yields and productivity. By leveraging its leading edge technologies, the Company has strategically established itself as a global leader in high precision 3D sensors, allowing CyberOptics to further increase its penetration of key vertical markets. Headquartered in Minneapolis, Minnesota, CyberOptics conducts worldwide operations through its facilities in North America, Asia and Europe.
Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: a possible world-wide recession or depression resulting from the economic consequences of the COVID-19 pandemic; the negative effect on our revenue and operating results of the COVID-19 crisis on our customers and suppliers and the global supply chain; market conditions in the global SMT and semiconductor capital equipment industries; trade relations between the United States and China and other countries; the timing of orders and shipments of our products, particularly our 3D MRS SQ3000 Multi-Function systems and MX systems for memory module inspection; increasing price competition and price pressure on our product sales, particularly our inspection and metrology systems; the level of orders from our OEM customers; the availability of parts required to meet customer orders; unanticipated product development challenges; the effect of world events on our sales, the majority of which are from foreign customers; rapid changes in technology in the electronics and semiconductor markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives; the market acceptance of our SQ3000 Multi-Function systems and products for semiconductor inspection and metrology; costly and time consuming litigation with third parties related to intellectual property infringement; the negative impact on our customers and suppliers due to past and future terrorist threats and attacks and any acts of war; the impact of the MX3000 orders on our consolidated gross margin percentage in any future period; risks related to cancellation or renegotiation of orders we have received; and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
CAMTEK ANNOUNCES RECORD RESULTS FOR THE FOURTH QUARTER AND FULL YEAR OF 2021
Source: PR Newswire (US)
MIGDAL HAEMEK, Israel, Feb. 10, 2022 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced its financial results for the quarter and year ended December 31, 2021.
Camtek Logo
Highlights of the Fourth Quarter of 2021
Record quarterly revenues of $74.2 million; a 53% increase year-over-year;
GAAP operating income of $19.3 million; non-GAAP operating income of $20.9 million, representing an operating margin of 26.0% and 28.2% respectively;
GAAP net income of $12.8 million and non-GAAP net income of $19.7 million;
- GAAP results include a one-time $5.3 million tax provision that was recorded, taking advantage of the reduced tax rate of the 2022 temporary rule, mainly to allow certain distribution of dividends without additional corporate tax liability;
Strong operating cash flow of $21.5 million;
Highlights of the Full Year 2021
Record annual revenues of $269.7 million; a 73% increase year-over-year;
Record GAAP operating income of $70.9 million; non-GAAP operating income of $76.7 million; representing operating margins of 26.3% and 28.4%, respectively;
GAAP net income of $60.3 million; non-GAAP net income of $71.4 million; and
Operating cash flow of $61.1 million in 2021, which, along with the successful convertible notes transaction in November 2021, led to a year-end total cash, short-term and long-term deposits balance of $430 million.
Forward-Looking Expectations
With over $40 million of orders since the beginning of the year, management expects revenues in the first quarter of 2022 between $75-76 million with continued growth in the second quarter.
Management Comment
Rafi Amit, Camtek's CEO commented, "A record fourth quarter concluded an exceptional record year for Camtek in all aspects. Since 2017, revenue has grown threefold while net profit has grown sevenfold. Approximately half of our revenues last year were for advanced interconnect packaging including heterogeneous integration and Fan-Out applications. This momentum has continued with the $20 million in orders that we announced earlier this week for the same applications."
Continued Mr. Amit, "With 2021 behind us, 2022 is shaping up to be another growth year. We started the year with a healthy backlog and a strong flow of orders, leading to a very good visibility for the first half of 2022."
Fourth Quarter 2021 Financial Results
Revenues for the fourth quarter of 2021 were $74.2 million. This compares to fourth quarter 2020 revenues of $48.6 million, a growth of 53%.
Gross profit on a GAAP basis in the quarter totaled $37.6 million (50.7% of revenues), up 61% compared to a gross profit of $23.3 million (47.9% of revenues) in the fourth quarter of 2020.
Gross profit on a non-GAAP basis in the quarter totaled $37.8 million (50.9% of revenues), up 62% compared to a gross profit of $23.4 million (48.2% of revenues) in the fourth quarter of 2020.
Operating profit on a GAAP basis in the quarter totaled $19.3 million (26.0% of revenues), an increase of 241% compared to an operating profit of $8.0 million (16.5% of revenues) in the fourth quarter of 2020.
Operating profit on a non-GAAP basis in the quarter totaled $20.9 million (28.2% of revenues), an increase of 227% compared to $9.2 million (18.9% of revenues) in the fourth quarter of 2020.
Net income on a GAAP basis in the quarter totaled $12.8 million, or $0.28 per diluted share, compared to net income of $7.7 million, or $0.18 per diluted share, in the fourth quarter of 2020.
Net income on a non-GAAP basis in the quarter totaled $19.7 million, or $0.43 per diluted share, compared to a non-GAAP net income of $8.8 million, or $0.21 per diluted share, in the fourth quarter of 2020.
The Company's GAAP results include a one-time tax provision of $5.3 million, with respect to historical exempt earnings.
The Company elected to take advantage of the temporary rule of 2022 and pay a reduced tax rate on these exempt earnings to allow the Company to distribute dividends from these earnings in the future with no additional corporate tax liability.
Full Year 2020 Results Summary
Revenues for 2020 were $269.7 million, an increase of 73.0% over the $155.9 million reported in 2020.
Gross profit on a GAAP basis totaled $137.4 million (50.9% of revenues), an increase of 88% compared to $73.2 million (47.0% of revenues) in 2020.
Gross profit on a non-GAAP basis totaled $138.0 million (51.2% of revenues), an increase of 87% compared to $73.7 million (47.3% of revenues) in 2020.
Operating income on a GAAP basis totaled $70.9 million (26.3% of revenues), an increase of 314% compared to operating income of $22.6 million (14.5% of revenues) in 2020.
Operating income on a non-GAAP basis totaled $76.7 million (28.4% of revenues), an increase of 286% compared to $26.8 million (17.2% of revenues) in 2020.
Net income on a GAAP basis totaled $60.3 million, or $1.34 per diluted share. This is an increase of 277% compared to net income of $21.8 million, or $0.54 per diluted share, in 2020.
Net income on a non-GAAP basis totaled $71.4 million, or $1.59 per diluted share. This is an increase of 275% compared to net income of $26.0 million, or $0.64 per diluted share, in 2020.
Cash and cash equivalents, short-term and long-term deposits, as of December 31, 2021, were $429.9 million compared to $177.8 million as of December 31, 2020 and $199.3 million as of September 30, 2021. During the fourth quarter, the Company generated an operating cash flow of $21.5 million and raised net proceeds of $194.5 million via convertible notes.
Conference Call
Camtek will host a video conference call/webinar today via Zoom, February 10, 2022, at 9:00 am ET (16:00 Israel time).
Rafi Amit, CEO, Moshe Eisenberg, CFO and Ramy Langer, COO will host the call and will be available to answer questions after presenting the results.
To participate in the webinar, please register using the following link, which will provide access to the video call:
https://us06web.zoom.us/webinar/register/2616354941841/WN_PWTlDx-7QHSWjTz3nEZq9g
For those wishing to listen via phone, following registration, the dial in link will be sent.
For those unable to participate, a recording will be available on Camtek's website at http://www.camtek.com within a few hours after the call.
A summary presentation of the quarterly results will also be available on Camtek's website.
ABOUT CAMTEK LTD.
Camtek is a leading manufacturer of metrology and inspection equipment and a provider of software solutions serving the Advanced Packaging, Memory, CMOS Image Sensors, MEMS, RF and other segments in the mid end of the semiconductor industry.
Camtek provides dedicated solutions and crucial yield-enhancement data, enabling manufacturers to improve yield and drive down their production costs.
With eight offices around the world, Camtek has best-in-class sales and customer support organization, providing tailor-made solutions in line with customers' requirements.
This press release is available at http://www.camtek.com
This press release contains statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. ("we," "us" and "our"). Forward-looking statements can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Our actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including as a result of the effect of the COVID-19 crisis on the global markets and on the markets in which we operate, including the risk of the continuation of disruptions to our and our customers', providers', business partners' and contractors' businesses as a result of the COVID-19 pandemic; our expectations regarding sufficiency of cash on hand; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers' operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant market participants with greater resources than us; the rapid evolvement of technology in the markets in which we operate, and our ability to adequately predict these changes or keep pace with emerging industry standards; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea; changing industry and market trends; reduced demand for our products; the timely development of our new products and their adoption by the market; increased competition in the industry; price reductions; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC.
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.
This press release provides financial measures that exclude: (i) share based compensation expenses; and (ii) tax settlement expenses, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors. A reconciliation between the GAAP and non-GAAP results appears in the tables at the end of this press release.
CAMTEK LTD. and its subsidiaries
Consolidated Balance Sheets
(In thousands)
December 31,
December 31,
2021
2020
U.S. Dollars
Assets
Current assets
Cash and cash equivalents
241,943
105,815
Short-term deposits
156,000
72,000
Trade accounts receivable, net
57,825
41,001
Inventories
58,759
39,736
Other current assets
5,653
3,366
Total current assets
520,180
261,918
Long-term deposits
32,000
-
Long-term inventory
5,150
4,416
Deferred tax asset, net
227
482
Other assets, net
190
85
Fixed assets, net
25,400
20,398
Intangible assets, net
610
609
63,577
25,990
Total assets
583,757
287,908
Liabilities and shareholders' equity
Current liabilities
Trade accounts payable
33,550
27,180
Other current liabilities
56,137
30,204
Total current liabilities
89,687
57,384
Long-term liabilities
Other long-term liabilities
5,800
3,260
Convertible notes
194,643
-
200,443
3,260
Total liabilities
290,130
60,644
Commitments and contingencies
Shareholders' equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at
December 31, 2021 and at December 31, 2020;
45,939,019 issued shares at December 31, 2021 and 45,365,354 at
December 31, 2020;
43,846,643 shares outstanding at December 31, 2021 and
43,272,978 at December 31, 2020
172
171
Additional paid-in capital
176,582
170,497
Retained earnings
118,771
58,494
295,525
229,162
Treasury stock, at cost (2,092,376 as of December 31, 2021 and
December 31, 2020)
(1,898)
(1,898)
Total shareholders' equity
293,627
227,264
Total liabilities and shareholders' equity
583,757
287,908
Camtek Ltd.
Consolidated Statements of Income
(In thousands, except share data)
Year ended December 31,
Three Months ended December 31,
2021
2020
2021
2020
U.S. dollars
U.S. dollars
Revenues
269,659
155,859
74,171
48,619
Cost of revenues
132,315
82,628
36,591
25,313
Gross profit
137,344
73,231
37,580
23,306
Research and development costs
23,473
19,575
6,699
5,623
Selling, general and administrative expense
42,973
31,032
11,567
9,658
66,446
50,607
18,266
15,281
Operating income
70,898
22,624
19,314
8,025
Financial income (expense), net
1,030
775
119
(183)
Income before income taxes
71,928
23,399
19,433
7,842
Income taxes expense
(11,651)
(1,621)
(6,673)
(176)
Net income
60,277
21,778
12,760
7,666
Net income per ordinary share:
Year ended December 31,
Three Months ended December 31,
2021
2020
2021
2020
U.S. dollars
U.S. dollars
Basic net earnings
1.38
0.55
0.29
0.19
Diluted net earnings
1.34
0.54
0.28
0.18
Weighted average number of
ordinary shares outstanding:
Basic
43,644
39,383
43,845
40,894
Diluted
45,035
40,372
46,301
41,964
Reconciliation of GAAP To Non-GAAP results
(In thousands, except share data)
Year ended December 31,
Three Months ended December 31,
2021
2020
2021
2020
U.S. dollars
U.S. dollars
Reported net income attributable to
Camtek Ltd. on GAAP basis
60,277
21,778
12,760
7,666
Tax settlement (1)
5,305
-
5,305
-
Share-based compensation
5,815
4,224
1,622
1,171
Non-GAAP net income
71,397
26,002
19,687
8,837
Non–GAAP net income per diluted share
1.59
0.63
0.43
0.21
Gross margin on GAAP basis
50.9%
47.0%
50.7%
47.9%
Reported gross profit on GAAP basis
137,344
73,321
37,580
23,306
Share-based compensation
653
429
179
121
Non-GAAP gross margin
51.2%
47.3%
50.9%
48.2%
Non-GAAP gross profit
137,997
73,750
37,759
23,427
Reported operating income (loss)
attributable to Camtek Ltd. on GAAP
basis
70,898
22,624
19,314
8,025
Share-based compensation
5,815
4,224
1,622
1,171
Non-GAAP operating income
76,713
26,848
20,936
9,196
(1) In February 2022 the Company reached a settlement with the Israeli Tax Authorities and recorded a one-time tax expense in respect of its historical exempt earnings.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
INTERNATIONAL INVESTOR RELATIONS
GK Investor Relations
Ehud Helft
Tel: (US) 1 212 378 8040
camtek@gkir.com
Logo: https://mma.prnewswire.com/media/1534463/Camtek_logo.jpg
Cision View original content:https://www.prnewswire.com/news-releases/camtek-announces-record-results-for-the-fourth-quarter-and-full-year-of-2021-301479631.html
SOURCE Camtek Ltd.
Copyright 2022 PR Newswire
Confusing, for sure…..
SEC Filing Obligations
We became subject to the filing requirements of the Securities Exchange Act of 1934, as amended, as a result of our Form 10 being declared effective by the Securities and Exchange Commission (the “Commission”) on December 11, 2020.
We filed a Form S-1 registration statement with respect to the resale by 44 selling stockholders identified in the prospectus for an aggregate of 15,889,371 shares of common stock of the Company. The registration statement was declared effective by the Commission on January 7, 2021 (Registration No. 333-251845).
Listing on OTCQB Market
On February 15, 2021, we applied to the OTC Markets to have our shares quoted on the OTCQB, which was approved on March 26, 2021. Effective March 29, 2021, our shares started trading on OTCQB under the symbol “WETH.”
Listing on the Nasdaq Capital Market
Our common stock is currently quoted on the OTCQB under the symbol “WETH.” In connection with this Underwritten Offering, we applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “WETH.” If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of the Underwritten Offering, at which point our common stock will cease to be traded on the OTCQB. No assurance can be given that our listing application will be approved. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, which may include, but not limited to, effectuating a reverse split of our common stock at a ratio between 1-for-2 and 1-for-10 (estimated based on the current market price of our common stock). There can be no assurance that our common stock will be listed on the Nasdaq.
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2021
______________
HEALTHTECH SOLUTIONS, INC./UT
(Exact name of registrant as specified in its charter)
______________
Utah 0-51012 84-2528660
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
181 Dante Avenue, Tuckahoe, New York 10707
(Address of Principal Executive Office) (Zip Code)
844-926-3399
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
1
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2021, Healthtech Solutions, Inc. ("Healthtech") entered into a binding Term Sheet (the "Term Sheet") with Predictive Technology Group, Inc. (“PTG”) and its subsidiary, Predictive Biotech, Inc. (“Biotech”). The Term Sheet calls for Healthtech to organize a subsidiary (“Newco”) that will acquire the assets of Biotech related to wound care. Healthtech will also receive from PTG three year options to purchase Biotech and/or Cellsure, LLC, another subsidiary of PTG, each for a purchase price of $10. Prior to any purchase of Biotech or Cellsure by Healthtech, PTG will be entitled to remove from the subsidiary any assets not related to wound care. During the three year term of the options, Healthtech will be entitled to exercise exclusive managerial control over the operations of Biotech and Cellsure related to wound care.
In consideration of the transfer of the wound care assets to Newco, PTG will receive shares representing 30% of the equity in Newco. Until Newco achieves positive cash flow or $3.5 million in capital has been contributed to Newco, the shares held by PTG will continue to represent 30% of Newco’s equity. The Term Sheet commits Healthtech to provide working capital to Newco and Biotech until Newco achieves positive cash flow or Healthtech contributes $3.5 million or Healthtech determines that market conditions make it unlikely that Newco will be financially successful.
The Term Sheet provides that a royalty will be paid to PTG. The royalty will initially be equal to 20% of gross income from sales by Newco to certain Specified Accounts. The percentage will decline 2% per year from year four through year ten and thereafter equal industry standards.
Upon the execution of the Term Sheet, Healthtech loaned $100,000 to PTG and Biotech, and Healthtech paid Biotech’s last bi-weekly payroll of 2021. Upon execution of a formal purchase agreement, Healthtech will loan an additional $150,000 to PTG. Upon satisfaction of certain regulatory conditions, Healthtech will loan an additional $250,000 to PTG. The loans will be repaid by allocating to that purpose 25% of the royalties payable by Newco to PTG.
The terms and conditions included in the Term Sheet are binding on the parties, except to the extent they are modified in the formal purchase agreement. The Term Sheet will terminate if a closing of the asset transfer has not occurred by January 31, 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a
Term Sheet: Acquisition of Assets of Predictive Biotech by HLTT and Related Transactions, dated December 30, 2021.
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, hereunto duly authorized.
Healthtech Solutions, Inc.
Date: January 6, 2022
By:
/s/ Manuel E. Iglesias
Manuel E. Iglesias, President
3
PYROGENESIS CANADA INC.
FORM 6-K
(Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16)
Filed 11/17/21 for the Period Ending 11/15/21
https://www.otcmarkets.com/filing/conv_pdf?id=15362033&guid=pGSwkFpcsZH3Oth
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2021
______________
HEALTHTECH SOLUTIONS, INC./UT
(Exact name of registrant as specified in its charter)
______________
Utah 0-51012 84-2528660
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
181 Dante Avenue, Tuckahoe, New York 10707
(Address of Principal Executive Office) (Zip Code)
844-926-3399
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
1
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 1, 2021 Healthtech Solutions, Inc. ("Healthtech") entered into a binding letter of intent (the "LOI") with its subsidiaries: Healthtech Oncology, Inc. ("HoldCo") and Varian Biopharmaceuticals, Inc. ("Varian"). The LOI provides for the parties to enter into a Share Exchange Agreement and a Termination and Mutual Release Agreement with the individuals who were shareholders of HoldCo (the "Shareholders") prior to the merger implemented on May 7, 2021 pursuant to the Agreement and Plan of Merger and Reorganization dated March 30, 2021 (the "Merger Agreement").
The LOI provides that the Share Exchange Agreement will require that (a) the Shareholders deliver to Healthtech the 29,737.184 shares of Healthtech Series C Preferred Stock that the Shareholders received pursuant to the Merger Agreement and (b) Healthtech cause HoldCo to issue to the Shareholders 29,737,184 shares of Varian common stock, being all of the Varian shares owned by HoldCo. At the same time, Varian will issue to Healthtech Varian shares that will represent 5.5% of the outstanding shares of Varian upon completion of the share exchange. The LOI provides that the Termination and Mutual Release Agreement will terminate the Merger Agreement and will include general releases among the parties, except that Varian will assume responsibility for payment of certain obligations that Healthtech undertook for the benefit of Varian.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Letter of Intent dated October 29, 2021 among Healthtech Solutions, Inc., Healthtech Oncology, Inc. and Varian Biopharmaceuticals, Inc.
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, hereunto duly authorized.
Healthtech Solutions, Inc.
Date: November 4, 2021
By:
/s/ Manuel E. Iglesias
Manuel E. Iglesias, President
2
Newtek Business Services Corp. Reports Third Quarter 2021 Financial Results
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (“Newtek” or the “Company”) (Nasdaq: NEWT), an internally managed business development company (“BDC”), announced today its financial and operating results for the three and nine months ended September 30, 2021.
Third Quarter 2021 Financial Highlights
Total investment income of $12.4 million for the three months ended September 30, 2021; a decrease of 16.7% compared to total investment income of $14.9 million for the three months ended September 30, 2020.
Net investment income/(loss) of $(6.7) million, or $(0.30) per share, for the three months ended September 30, 2021; a decrease of $(0.38) per share compared to net investment income of $1.7 million, or $0.08 per share, for the three months ended September 30, 2020.
Adjusted net investment income (“ANII”)1 of $12.6 million, or $0.56 per share, for the three months ended September 30, 2021; an increase of 1300.0%, on a per share basis, compared to ANII of $0.9 million, or $0.04 per share, for the three months ended September 30, 2020.
Debt-to-equity ratio of 1.37x at September 30, 2021; proforma debt-to-equity ratio was 1.24x after taking into account the sales of government-guaranteed portions of SBA 7(a) loans prior to September 30, 2021, which sales settled subsequent to the balance sheet date.
Total investment portfolio increased by 11.7% to $712.5 million at September 30, 2021, from $637.6 million at September 30, 2020.
Net asset value (“NAV”) of $366.0 million, or $16.23 per share, at September 30, 2021; an increase of 5.0%, on a per share basis, compared to NAV of $15.45 per share at December 31, 2020.
On August 2, 2021, the Company announced that it entered into an agreement to acquire National Bank of New York City (“NBNYC”), a nationally chartered bank, subject to certain regulatory and shareholder approvals.
Nine Months Ended September 30, 2021 Financial Highlights
Total investment income of $83.7 million for the nine months ended September 30, 2021; an increase of 8.1% over total investment income of $77.4 million for the nine months ended September 30, 2020.
Net investment income of $24.0 million, or $1.07 per share, for the nine months ended September 30, 2021, which represents a 28.2% decrease, on a per share basis, compared to net investment income of $31.1 million, or $1.49 per share, for the nine months ended September 30, 2020.
ANII of $63.1 million, or $2.81 per share, for the nine months ended September 30, 2021; an increase of 74.5%, on a per share basis, compared to ANII of $33.8 million, or $1.61 per share, for the nine months ended September 30, 2020.
2021 Dividend Payments & 2022 Forecast
On October 20, 2021, the Company's board of directors declared a fourth quarter 2021 cash dividend of $1.05 per share payable on December 30, 2021 to shareholders of record as of December 20, 2021.
The payment of the fourth quarter 2021 dividend would represent a 123.4% increase over the fourth quarter 2020 dividend of $0.47 per share.
With the payment of the fourth quarter 2021 dividend, the Company will have paid $3.15 per share in dividends in 2021, which would represent a 53.7% increase over dividends paid in 2020.
The Company forecasts a first quarter 2022 dividend of $0.652 per share.
On September 30, 2021, the Company paid a third quarter 2021 cash dividend of $0.90 per share to shareholders of record as of September 20, 2021, which represented a 55.2% increase over the third quarter 2020 dividend of $0.58 per share.
Lending Highlights
Newtek Small Business Finance, LLC (“NSBF”) funded $163.9 million of SBA 7(a) loans during the three months ended September 30, 2021, a 1160.8% increase over the $13.0 million of SBA 7(a) loans funded for the three months ended September 30, 2020, and an increase of 43.4% over the $114.3 million of SBA 7(a) loans for the three months ended September 30, 2019.
NSBF funded $362.6 million of SBA 7(a) loans during the nine months ended September 30, 2021, an increase of 336.3% over $83.1 million of SBA 7(a) loans funded for the nine months ended September 30, 2020, and an increase of 8.3% over $334.7 million of SBA 7(a) loans during the nine months ended September 30, 2019.
NSBF increased the lower end of its full year 2021 SBA 7(a) loan funding forecast range, and updated the forecast range to between $560 million to $600 million.
Newtek Business Lending ("NBL"), the Company's wholly owned portfolio company, funded and/or closed $100.1 million SBA 504 loans during the nine months ended September 30, 2021, compared to $21.8 million SBA 504 loans during the nine months ended September 30, 2020.
NBL forecasts closing and/or funding approximately $125 million to $150 million SBA 504 loans for the full year 2021, which would represent an increase over $87.2 million of closed and/or funded SBA 504 loans in 2020, which would represent an 57.7% increase over the midpoint of the 2021 forecasted range.
NSBF funded a total of $1.9 billion PPP loans from 2020 through the nine months ended September 30, 2021.
Barry Sloane, Chairman, President and Chief Executive Officer said, “We are extremely pleased to report our third quarter 2021 financial results. We believe we are emerging from the pandemic with momentum from our core lending operations due to technological efficiencies in lending and a robust pipeline of opportunities brought to us by our NewTracker(R) referral system. We are encouraged by the upward trajectory of our business model, and we look forward to further progress in upcoming quarters. We want to note that we do not believe that the year-over-year comparisons of loan origination volumes of 2021 to 2020 are as meaningful due to the pandemic effects on our lending platforms in 2020. As a result, we are providing the loan origination comparisons between 2021 and 2019, which was a pandemic-free business environment, and which we feel provides a more meaningful depiction of the growth of our core lending platform during this period. During tomorrow's conference call we will discuss the growth in our SBA 7(a) lending pipeline, third quarter 2021 SBA 7(a) loan fundings, and loans approved pending closing in the month of October 2021, as well as fourth quarter 2021 projected loan fundings. In addition, we plan to discuss our ability to project growth and higher-trending results in 2022. Our conference call presentation will be available this afternoon in advance of our call and can be found through the following link Newtek Third Quarter 2021 Earnings Presentation. We recently declared our fourth quarter 2021 dividend of $1.05 per share payable on December 30, 2021. With the payment of the fourth quarter 2021 dividend, the Company will have paid $3.15 per share in dividends in 2021, which would represent a 53.7% increase over dividends paid in 2020. Additionally, we are reconfirming our forecasted 2021 full year 2021 NII of $0.80 per share and ANII of $3.40 per share. We believe these metrics underscore our success in 2021.”
Mr. Sloane continued, “We believe that our level of SBA 7(a) loan fundings of $163.9 million in the third quarter of 2021, compared to $13.0 million and $114.3 million of SBA 7(a) loan fundings, in the third quarters of 2020 and 2019, respectively, demonstrates that one of our core lending products and programs has strong momentum going forward. The 43.4% increase in SBA 7(a) loan fundings in the third quarter of 2021, compared to the third quarter of 2019, demonstrates our efforts to rebuild our SBA 7(a) loan pipeline from 2020 levels, which were materially impacted by the pandemic and resulting national shutdowns. In addition, we are comfortable with the upper portion of our previously forecasted range for 2021 SBA 7(a) loan fundings and have increased the lower band, and currently expect to fund between $560 million and $600 million of SBA 7(a) loans in 2021. In addition, NBL is forecasting a record amount of SBA 504 fundings and/or closings of between $125 and $150 million in 2021. For the nine months ended September 30, 2021, NBL has closed $100.1 million of SBA 504 loans, compared to $21.8 million and $26.3 million of SBA 504 loans during the same periods in 2020 and 2019, respectively. Our non-conforming conventional loan program has experienced a slow start, however we remain confident in the joint venture business model of originating non-conforming commercial loans and issuing securitized financing as part of our business plan. The Company will address its options to refinance more expensive debt and lower our cost of capital.during tomorrow's conference call.”
Mr. Sloane concluded, “Our portfolio companies in payment processing and technology solutions continue to track well, delivering non-credit related reoccurring income streams. We forecast that our payment processing and technology solutions portfolio companies will generate previously forecasted 2021 EBITDA. We look forward to a more detailed discussion of our financial results and expectations during our third quarter 2021 earnings conference call scheduled for tomorrow morning at 8:30 am EST.”
Third Quarter 2021 Conference Call and Webcast
A conference call to discuss third quarter 2021 results will be hosted by Barry Sloane, President, Chairman and Chief Executive Officer, and Nicholas Leger, Chief Accounting Officer, tomorrow, Tuesday, November 9, 2021 at 8:30 a.m. ET. The live conference call can be accessed by dialing (877) 303-6993 or (760) 666-3611.
In addition, a live audio webcast of the call with the corresponding presentation will be available in the ‘Events & Presentations’ section of the Investor Relations portion of Newtek’s website at
http://investor.newtekbusinessservices.com/events-and-presentations. A replay of the webcast with the corresponding presentation will be available on Newtek’s website shortly following the live presentation and will remain available for 90 days.
1Use of Non-GAAP Financial Measures - Newtek Business Services Corp. and Subsidiaries
In evaluating its business, Newtek considers and uses ANII as a measure of its operating performance. ANII includes short-term capital gains from the sale of the guaranteed portions of SBA 7(a) loans and conventional loans, and beginning in 2016, capital gain distributions from controlled portfolio companies, which are reoccurring events. The Company defines ANII as Net investment income (loss) plus Net realized gains recognized from the sale of guaranteed portions of SBA 7(a) loan investments, less realized losses on non-affiliate investments, plus the net realized gains on controlled investments, plus or minus the change in fair value of contingent consideration liabilities, plus loss on extinguishment of debt, plus or minus an adjustment for gains or losses on derivative transactions.
We do not designate derivatives as hedges to qualify for hedge accounting and therefore any net payments under, or fluctuations in the fair value of, our derivatives are recognized currently in our GAAP income statement. However, fluctuations in the fair value of the related assets are not included in our income statement. We consider the gain or loss on our hedging positions related to assets that we still own as of the reporting date to be “open hedging positions.” While recognized for GAAP purposes, we exclude the results on the hedges from ANII until the related asset is sold and/or the hedge position is “closed,” whereupon they would then be included in ANII in that period. These are reflected as “Adjustment for realized gain/(loss) on derivatives” for purposes of computing ANII for the period. We believe that excluding these specifically identified gains and losses associated with the open hedging positions adjusts for timing differences between when we recognize changes in the fair values of our assets and changes in the fair value of the derivatives used to hedge such assets.
The term ANII is not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. ANII has limitations as an analytical tool and, when assessing the Company’s operating performance, investors should not consider ANII in isolation, or as a substitute for net investment income, or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, ANII does not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than Newtek, limiting their usefulness as comparative tools. The Company compensates for these limitations by relying primarily on its GAAP results supplemented by ANII.
2 Note Regarding Dividend Payments
Amount and timing of dividends, if any, remain subject to the discretion of the Company's Board of Directors. The Company's Board of Directors expects to maintain a dividend policy with the objective of making quarterly distributions in an amount that approximates 90 - 100% of the Company's annual taxable income. The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income for the full year and distributions paid for the full year.
Note Regarding PPP Income
The Company's financial results for 2020 and the nine months ended September 30, 2021, includes income generated from NSBF's origination of loans under the Paycheck Protection Program (PPP), which ended during the third quarter of 2021, and should not be viewed as recurring.
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company®, are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In Thousands, except for Per Share Data)
September 30, 2021 December 31, 2020
ASSETS (Unaudited)
Investments, at fair value
SBA unguaranteed non-affiliate investments (cost of $416,652 and $420,400, respectively; includes $276,186 and $312,649, respectively, related to securitization trusts) $ 406,581 $ 407,748
SBA guaranteed non-affiliate investments (cost of $32,646 and $16,964, respectively) 36,041 17,822
Controlled investments (cost of $160,495 and $138,891, respectively) 262,916 239,171
Non-control investments (cost of $6,400 and $6,447, respectively) 6,921 6,447
Total investments at fair value 712,459 671,188
Cash 20,193 2,073
Restricted cash 182,913 49,352
Broker receivable 60,950 52,730
Due from related parties 5,768 6,112
Servicing assets, at fair value 28,899 26,061
Right of use assets 7,611 6,933
Derivative instruments 304 —
Other assets 24,210 26,530
Total assets $ 1,043,307 $ 840,979
LIABILITIES AND NET ASSETS
Liabilities:
Bank notes payable $ 114,986 $ 86,339
Notes due 2023 (par: $0 and $57,500 as of September 30, 2021 and December 31, 2020) — 56,505
Notes due 2024 (par: $78,250 and $63,250 as of September 30, 2021 and December 31, 2020) 76,993 61,774
Notes due 2025 (par: $15,000 and $5,000 as of September 30, 2021 and December 31, 2020) 14,516 4,735
Notes due 2026 (par: $115,000 and $0 as of September 30, 2021 and December 31, 2020) 111,948 —
Notes payable - Securitization trusts (par: $177,602 and $221,752 as of September 30, 2021 and December 31, 2020) 174,876 218,339
Notes payable - related parties — 24,090
Due to related parties 4,242 2,133
Lease liabilities 9,410 8,697
Deferred tax liabilities 13,526 11,406
Due to participants 146,637 17,885
Accounts payable, accrued expenses and other liabilities 10,152 9,723
Total liabilities 677,286 501,626
Commitment and contingencies
Net assets:
Preferred stock (par value $0.02 per share; authorized 1,000 shares, no shares issued and outstanding) — —
Common stock (par value $0.02 per share; authorized 200,000 shares, 22,559 and 21,970 issued and outstanding, respectively) 451 439
Additional paid-in capital 326,354 316,629
Accumulated undistributed earnings 39,215 22,285
Total net assets 366,020 339,353
Total liabilities and net assets $ 1,043,306 $ 840,979
Net asset value per common share $ 16.23 $ 15.45
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, except for Per Share Data)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Investment income
From non-affiliate investments:
Interest income - PPP loans $ 269 $ 3,085 $ 49,989 $ 37,742
Interest income - SBA 7(a) loans 7,131 5,871 19,328 19,382
Servicing income 2,819 2,875 8,346 8,367
Other income 1,446 240 3,829 1,449
Total investment income from non-affiliate investments 11,665 12,071 81,492 66,940
From non-control investments:
Interest income 126 107 374 107
Dividend income 23 31 70 71
Total investment income from non-control investments 149 138 444 178
From controlled investments:
Interest income 594 486 1,703 1,423
Dividend income — 2,234 51 8,884
Total investment income from controlled investments 594 2,720 1,754 10,307
Total investment income 12,408 14,929 83,690 77,425
Expenses:
Salaries and benefits 2,351 3,669 12,727 10,856
Interest 5,177 3,939 15,217 13,727
Depreciation and amortization 72 93 236 312
Professional fees 1,418 651 3,465 2,822
Origination and loan processing 4,586 1,120 10,555 5,666
Origination and loan processing - related party 3,177 2,705 10,830 8,438
Change in fair value of contingent consideration liabilities — — — 54
Loss on extinguishment of debt — — 955 —
Other general and administrative costs 2,322 1,082 5,663 4,415
Total expenses 19,103 13,259 59,648 46,290
Net investment income (loss) (6,695 ) 1,670 24,042 31,135
Net realized and unrealized gains (losses):
Net realized gain (loss) on non-affiliate investments - SBA 7(a) loans 19,272 (722 ) 38,079 2,577
Net realized gain (loss) on derivative transactions (268 ) — (268 ) —
Net unrealized appreciation (depreciation) on SBA guaranteed non-affiliate investments 123 (111 ) 2,533 (494 )
Net unrealized appreciation (depreciation) on SBA unguaranteed non-affiliate investments 998 132 2,583 (6,012 )
Net unrealized appreciation (depreciation) on controlled investments 7,305 (285 ) 1,760 (11,156 )
Change in deferred taxes (2,843 ) 70 (2,120 ) 3,010
Net unrealized appreciation (depreciation) on non-control investments (3 ) — 521 —
Net unrealized appreciation on derivative transactions 341 — 304 —
Net unrealized depreciation on servicing assets (1,616 ) (1,207 ) (3,322 ) (1,299 )
Net realized and unrealized gains (losses) $ 23,309 $ (2,123 ) $ 40,070 $ (13,374 )
Net increase (decrease) in net assets resulting from operations $ 16,614 $ (453 ) $ 64,112 $ 17,761
Net increase (decrease) in net assets resulting from operations per share $ 0.74 $ (0.02 ) $ 2.85 $ 0.85
Net investment income (loss) per share $ (0.30 ) $ 0.08 $ 1.07 $ 1.49
Dividends and distributions declared per common share $ 0.90 $ 0.58 $ 2.10 $ 1.58
Weighted average number of shares outstanding 22,541 21,192 22,468 20,942
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES-
ADJUSTED NET INVESTMENT INCOME RECONCILIATION:
Three months ended Three months ended
(in thousands, except per share amounts) September 30, 2021 Per share September 30, 2020 Per share
Net investment income (loss) $ (6,695 ) (0.30 ) $ 1,670 0.08
Net realized gain (loss) on non-affiliate investments - SBA 7(a) loans 19,272 0.85 (722 ) (0.03 )
Adjustment for realized gain/(loss) on derivatives (1) (7 ) 0.00 — —
Adjusted Net investment income $ 12,570 $ 0.56 $ 948 $ 0.04
Nine months ended Nine months ended
(in thousands, except per share amounts) September 30, 2021 Per share September 30, 2020 Per share
Net investment income (loss) $ 24,042 $ 1.07 $ 31,135 $ 1.49
Net realized gain on non-affiliate investments - SBA 7(a) loans 38,079 1.69 2,577 0.12
Adjustment for realized gain/(loss) on derivatives (1) (7 ) 0.00 — —
Change in fair value of contingent consideration liabilities — — 54 0.00
Loss on debt extinguishment 955 0.04 — —
Adjusted Net investment income $ 63,069 $ 2.81 $ 33,766 $ 1.61
Note: Amounts may not foot due to rounding
(1) The following is a reconciliation of GAAP net realized gain/(loss) on derivative transactions to our adjustment for realized gain/(loss) on derivatives on closed transactions presented in the computation of ANII in the preceding tables:
Three months ended Three months ended
(in thousands, except per share amounts) September 30, 2021 Per share September 30, 2020 Per share
Net realized gain/(loss) on derivatives $ (268 ) $ (0.01 ) $ — $ —
Hedging realized result on open hedging positions 261 0.01 — —
Adjustment for realized gain/(loss) on derivatives $ (7 ) $ 0.00 $ — $ —
Nine months ended Nine months ended
(in thousands, except per share amounts) September 30, 2021 Per share September 30, 2020 Per share
Net realized gain/(loss) on derivatives $ (268 ) $ (0.01 ) $ — $ —
Hedging realized result on open hedging positions 261 0.01 — —
Adjustment for realized gain/(loss) on derivatives $ (7 ) $ 0.00 $ — $ —
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
DEBT-TO-EQUITY RATIO - ACTUAL AT SEPTEMBER 30, 2021
(in thousands):
Actual Debt-to-Equity Ratio at September 30, 2021
Total senior debt $ 500,838
Total equity $ 366,020
Debt-to-equity ratio - actual 1.37
x
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
DEBT-TO-EQUITY RATIO - PROFORMA AT SEPTEMBER 30, 2021
(in thousands):
Broker receivable, including premium income receivable $ 60,950
Less: realized gain on sale included in broker receivable (6,836 )
Broker receivable 54,114
90% advance rate on SBA guaranteed non-affiliate portions of loans sold, not settled $ 48,703
Proforma debt adjustments at September 30, 2021:
Total senior debt $ 500,838
Proforma adjustment for broker receivable (48,703 )
Total proforma debt $ 452,135
Proforma Debt-to-Equity ratio at September 30, 2021:
Total proforma debt $ 452,135
Total equity $ 366,020
Debt-to-equity ratio - proforma 1.24x
Primary Logo
Cash on hand As of June 30, 2021 $ 52,594,357
https://www.otcmarkets.com/filing/conv_pdf?id=15149095&guid=eRtwknSGDNG9dth
Not sure why they needed the spare change?
https://www.otcmarkets.com/filing/html?id=15333612&guid=ut8wkKyjFyTWdth
Item 1.01 Entry into a Material Definitive Agreement. Convertible Note
On November 3, 2021, Wetouch Technology Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Talos Victory Fund, LLC, a Delaware limited liability company (the “Lender”), dated as of October 27, 2021, pursuant to which the Company issued the Lender a convertible promissory note in the principal amount of $250,000 (the “Note”) and a three-year warrant (the “Warrant”) to purchase an aggregate of 200,000 shares of the Company’s common stock (the “Warrant Shares”). The Company received $225,000 gross proceeds from the issuance of the Note as a result of the original discount rate on the note.
Newtek Business Services Corp. Declares Fourth Quarter 2021 Dividend of $1.05 per Share
Source: GlobeNewswire Inc.
Newtek Business Services Corp., (NASDAQ: NEWT), an internally managed business development company (“BDC”), today announced that its Board of Directors declared a fourth quarter 2021 cash dividend of $1.051 per share. The fourth quarter 2021 dividend is payable on December 30, 2021 to shareholders of record as of December 20, 2021. The payment of the fourth quarter 2021 dividend would represent a 123.4% increase over the fourth quarter 2020 dividend of $0.47 per share. With the payment of the fourth quarter 2021 dividend, the Company will have paid $3.15 per share in dividends in 2021, in line with the Company’s previously stated 2021 dividend forecast, which would represent a 53.7% increase over dividends paid in 2020.
Note regarding Dividend Payments: The Company's Board of Directors expects to maintain a dividend policy with the objective of making quarterly distributions in an amount that approximates 90 - 100% of the Company's annual taxable income. The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income for the full year and distributions paid for the full year.
1Amount and timing of dividends, if any, remain subject to the discretion of the Company’s Board of Directors. Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company®, are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
Primary Logo
The Drone Racing League and Draganfly Launch Multi-Year Partnership and Innovation Lab
Source: GlobeNewswire Inc.
Today, the Drone Racing League (DRL), the world's premier, professional drone racing property, and Draganfly Inc. (NASDAQ: DPRO; CSE: DPRO; FSE: 3U8), an award-winning, industry-leading drone solutions and systems developer, announced a multi-year partnership. The companies will launch DRL Labs, an innovation hub, to research and develop next generation drone technology that will advance the sport of drone racing and other industries undergoing significant transformations through drones, including humanitarian aid and mobility.
As one of the longest-running drone companies in the world, Draganfly brings its legacy of drone innovation to the cutting-edge sport of high-speed drone racing. Through DRL Labs, Draganfly and DRL engineers will work to develop new technical solutions within autonomy, next generation sensors and artificial intelligence, with an aim to contribute discoveries to disaster relief, transportation and delivery spaces.
Globally broadcasted DRL races will provide real-time testing grounds for DRL Lab innovations, reaching DRL’s millions of technology-obsessed, tech-setter fans -- 60% of whom claim that brands that partner with DRL invest in innovation. The league will also incorporate Draganfly’s Vital Intelligence platform into their 2021-22 DRL World Championship Season. Draganfly’s groundbreaking AI Vital Intelligence platform can utilize any camera to monitor pilots’ in-race heart and respiratory-rates. Driving new health insights around flying drones and bringing fans closer to the DRL action than ever, the breakthrough diagnostics system will analyze pilots’ physiological reactions to competition, fast speeds, crashes and more. DRL will also release a “Why I Fly” Series Presented by Draganfly, spotlighting pilots’ personal journeys into drone flying during the 2021-22 Season.
“Draganfly has been driving the future of drones since the pre-drone era and the Drone Racing League is constantly driving the future of sports. We’re excited to partner with DRL to develop new drone technology that will disrupt drone racing competition and the fan experience -- while leveraging our tech discoveries for the good of humanity,” said Draganfly CEO Cameron Chell.
“The Drone Racing League is built on innovation and the commitment to showcase best-in-class technology to our millions of fans. We’re thrilled to partner with Draganfly, who will bring their leadership in drone hardware, software and logistics to our global racing circuit. With the launch of DRL Labs, together we will introduce novel drone technology that will not only redefine our sport, but also provide real world use cases to support communities around the world,” said DRL SVP, Head of Partnership Development, Ari Mark.
Draganfly will be integrated into the 2021-22 DRL World Championship Season starting next Wednesday, October 20, 2021 at 8pm EST on NBCSN and Twitter. The partnership cuts across both esports and real-drone racing through iconic sports arenas and DRL SIM virtual maps as pilots compete to be crowned the World Champion. Find the full DRL race schedule here.
About Draganfly
Draganfly Inc. (NASDAQ: DPRO; CSE: DPRO; FSE: 3U8) is the creator of quality, cutting-edge drone solutions, software and AI systems that revolutionize the way organizations can do business and service their stakeholders. Recognized as being at the forefront of technology for over 20 years, Draganfly is an award-winning, industry-leader serving the public safety, agriculture, industrial inspections, security, mapping and surveying markets. Draganfly is a company driven by passion, ingenuity, and the need to provide efficient solutions and first-class services to its customers around the world with the goal of saving time, money, and lives.
For more information on Draganfly, please visit us at www.draganfly.com.
For additional investor information visit https://www.thecse.com/en/listings/technology/draganfly-
inc, https://www.nasdaq.com/market-activity/stocks/dpro or https://www.boerse-frankfurt.de/aktie/draganfly-inc.
About Drone Racing League
The Drone Racing League (DRL) is an innovative global sports, entertainment and technology property. The best drone pilots in the world fly in the league and millions of fans watch them race on NBC, NBCSN, and Twitter. With groundbreaking technology and immersive, high-speed races through virtual and live events, DRL is creating a new era of sports, combining both esports and real-life competition.
Founded by Nicholas Horbaczewski in 2015, DRL is a privately held company headquartered in NYC. For more information, visit www.drl.io. To join the conversation, follow DRL on Facebook at facebook.com/thedroneracingleague, on Twitter @DroneRaceLeague, and on Instagram @thedroneracingleague.
Media Contacts:
Draganfly:
Arian Hopkins
Email: media@draganfly.com
Company Contact
Email: info@draganfly.com
DRL:
Melanie Wallner
melanie@drl.io
Forward-Looking Statements
This release contains certain “forward looking statements” and certain “forward-looking information” as ??defined under applicable Canadian securities laws. Forward-looking statements and information can ??generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, ??“intend”, ??“estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking ?statements ?and information are based on forecasts of future results, estimates of amounts not yet ?determinable and ?assumptions that, while believed by management to be reasonable, are inherently ?subject to significant ?business, economic and competitive uncertainties and contingencies. Forward-?looking statements ??include, but are not ?????limited to, ?statements with respect to the partnership between Draganfly and DRL. Forward-looking statements and ?information are subject to various ?known and unknown risks and uncertainties, many of which are beyond ?the ability of Draganfly to ?control or predict, that may cause Draganfly’s actual results, ?performance or achievements to be ?materially different from those expressed or implied thereby, and are ?developed based on assumptions ?about such risks, uncertainties and other factors set out here in, ?including but not limited to: the ?potential impact of epidemics, pandemics or other public health crises, ?including the current outbreak ?of the novel coronavirus known as COVID-19 on Draganfly’s business, ?operations and financial ?condition, the successful integration of technology, the inherent risks involved in ?the general securities ?markets; uncertainties relating to the availability and costs of financing needed in ?the future; the inherent ?uncertainty of cost estimates and the potential for unexpected costs and ?expenses, currency ?fluctuations; regulatory restrictions, liability, competition, loss of key employees and ?other related risks ?and uncertainties disclosed under the heading “Risk Factors“ in Draganfly’s most ?recent filings filed ?with securities regulators in Canada on the SEDAR website at www.sedar.com. Draganfly ?undertakes no obligation to update forward-looking information except as required by ?applicable law. ?Such forward-looking information represents managements’ best judgment based on ?information ?currently available. No forward-looking statement can be guaranteed and actual future results ?may vary ?materially. Accordingly, readers are advised not to place undue reliance on forward-looking ?statements ?or information.?
Attachment
Draganfly
Primary Logo
$104 million market cap?
52 Billion A/S
Better be one heck of a biz plan...
Share Structure
Market Cap Market Cap
104,522,301
10/08/2021
Authorized Shares
52,000,000,000
08/13/2021
Outstanding Shares
1,900,405,477
08/13/2021
Restricted
1,880,000,000
08/13/2021
Unrestricted
20,405,477
08/13/2021
Held at DTC
Not Available
Float
9,423,157
07/18/2013
Par Value
0.001
Newtek Business Services Corp. Forecasts Full Year 2021 Net Investment Income of $0.80 per Share and Adjusted Net Investment Income of $3.40 per Share
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (the “Company”), (Nasdaq: NEWT), an internally managed business development company (“BDC”), today provided forecasts for its net investment income (“NII”) and adjusted net investment income (“ANII”) for the full year 2021, as well as for its first quarter 2022 dividend. The Company forecasts full year 2021 NII of $0.80 per share and ANII of $3.401 per share for 2021. In addition, the Company forecasts a first quarter 2022 dividend of $0.652 per share. The Company also reaffirmed its annual 2021 dividend forecast of $3.15 per share, which would indicate a dividend forecast of $1.05 per share in the fourth quarter of 2021. The Company expects to pay its dividends out of taxable income as it has done historically.
The following tables provide historical and forecasted data for dividends.
Historical and Forecasted Quarterly Dividends
(per share) Q1'19 Q1'20 Q1'21 Q1'22 Forecast
Dividends $0.40 $0.44 $0.50 $0.65
Historical and Forecasted Annual Dividends
(per share) 2019 2020 2021 Forecast
Dividends $2.15 $2.05 $3.15
Barry Sloane, Chairman, President and Chief Executive Officer said, “We are incredibly appreciative of the path the Company has taken, especially in light of unprecedented times. We are extremely positive about our current pipeline of opportunities and consequently our potential strategic growth trajectory as we have refocused our resources and efforts on our core business solutions in a post-pandemic environment. With that in mind, we feel it is appropriate to provide forward-looking insight, and are proud to be forecasting full year 2021 NII of $0.80 per share and record ANII of $3.40 per share. Furthermore, we are forecasting a first quarter 2022 dividend of $0.65 per share, which would represent a 62.5% increase over a three-year period from the first quarter 2019 dividend of $0.40 per share. Of note, the Company paid dividends of $0.40 per share, $0.44 per share and $0.50 per share in the first quarters of 2019, 2020, and 2021, respectively. We believe these forecasted metrics should be reviewed using 2019 as the basis for comparison, as 2019 was pre-pandemic and did not include pandemic effects of repurposing our resources to focus on originating and earning revenue from PPP loans.”
Mr. Sloane further commented, “We are confident we can continue to generate strong financial performance in calendar year 2022, with refocused and renewed effort in our more traditional lending and business solutions products. We are proud that we have been able to grow our pipeline of opportunities, as well as make technological advances in our processes, and forecast attractive market conditions. We believe our first quarter 2022 dividend and 2021 NII and ANII forecasts of double-digit annual growth over the comparable 2019 periods demonstrate the continued belief of management that it can grow our core business and return to normal business activity in a post-pandemic world. We also note, that historically our performance in the second half of the year has been seasonally stronger than the first half of the year. We look forward to continuing our primary focus on our core business objectives and, in addition, will work hard to position the Company in what we believe is the best long-term financial structure for our investor base.”
1Use of Non-GAAP Financial Measures - Newtek Business Services Corp. and Subsidiaries
In evaluating its business, Newtek considers and uses ANII as a measure of its operating performance. ANII includes short-term capital gains from the sale of the guaranteed portions of SBA 7(a) loans and conventional loans, and beginning in 2016, capital gain distributions from controlled portfolio companies, which are reoccurring events. The Company defines ANII as Net investment income (loss) plus Net realized gains recognized from the sale of guaranteed portions of SBA 7(a) loan investments, less realized losses on non-affiliate investments, plus or minus loss on lease adjustment, plus the net realized gains on controlled investments, plus or minus the change in fair value of contingent consideration liabilities, plus loss on extinguishment of debt.
The term ANII is not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. ANII has limitations as an analytical tool and, when assessing the Company’s operating performance, investors should not consider ANII in isolation, or as a substitute for net investment income, or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, ANII does not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than Newtek, limiting their usefulness as comparative tools. The Company compensates for these limitations by relying primarily on its GAAP results supplemented by ANII.
2 Note Regarding Dividend Payments
Amount and timing of dividends, if any, remain subject to the discretion of the Company's Board of Directors. The Company's Board of Directors expects to maintain a dividend policy with the objective of making quarterly distributions in an amount that approximates 90 - 100% of the Company's annual taxable income. The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income for the full year and distributions paid for the full year.
About Newtek Business Services Corp.
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company®, are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES-
2021 FORECASTED ADJUSTED NET INVESTMENT INCOME RECONCILIATION:
Year ended Year ended Year ended
(in thousands, except per share amounts) December 31, 2021 Per share December 31, 2020 Per share December 31, 2019 Per share
Net investment income (loss) $18,162 $0.80 $31,985 $1.51 ($5,619) ($0.29)
Net realized gain on non-affiliate investments - SBA 7(a) loans 57,664 2.55 11,368 0.54 47,816 2.47
Net realized gain on non-affiliate investments - conventional loans - 0.00 - 0.00 - 0.00
Net realized gain on controlled investments - 0.00 - 0.00 2,585 0.13
Loss on lease - 0.00 - 0.00 (105) 0.00
Change in fair value of contingent consideration liabilities - 0.00 54 0.00 42 0.00
Loss on debt extinguishment 955 0.00 - 0.00 251 0.01
Adjusted Net investment income $76,781 $3.40 $43,407 $2.05 $44,970 $2.33
Primary Logo
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2021
______________
HEALTHTECH SOLUTIONS, INC./UT
(Exact name of registrant as specified in its charter)
______________
Utah 0-51012 84-2528660
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
181 Dante Avenue, Tuckahoe, New York 10707
(Address of Principal Executive Office) (Zip Code)
844-926-3399
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
1
ITEM 5.02 ELECTION OF DIRECTOR
On September 15, 2021 Edward Swanson resigned from his position as the Registrant's Chief Executive Officer, and Bradley Mathis resigned from his position as the Registrant's Chief Operating Officer. On September 16, 2021, Ryan Salomone resigned from his position as a member of the Registrant's Board of Directors.
On September 21, 2021, the Board of Directors elected Paul Mann, a member of the Board, to serve as the Chairman of the Board.
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, hereunto duly authorized.
Healthtech Solutions, Inc.
Date: September 21, 2021
By:
/s/ Manuel E. Iglesias
Manuel E. Iglesias, President
2
Tyler Technologies Acquires Arx
Source: Business Wire
Arx’s cloud-based platform provides critical data to law enforcement and better engages the community
Tyler Technologies, Inc. (NYSE: TYL) announced today it has acquired Arx, a cloud-based software platform which creates accessible technology to enable a modern-day police force that is fully transparent, accountable, and a trusted resource to the community it serves.
Through this acquisition, Tyler will add Arx’s software solutions, Arx Alert and Arx Community, to its public safety software suite. With Tyler’s newest public safety offerings, law enforcement will benefit from tools that foster transparency internally and externally, build trust with the communities they serve, reduce risk, and ensure a better quality of life for public safety personnel and the public. Critical data can be easily accessed by members of the community to understand crime, community calls for service, department accountability, and how police are responding in their neighborhood.
“The acquisition of Arx allows Tyler to offer a full suite of public safety solutions designed to maximize efficiency and safety for law enforcement officers while increasing transparency and trust-building with the communities they serve,” said Bryan Proctor, president of Tyler’s Public Safety Division. “We look forward to the opportunities ahead as we leverage the scale and scope of our public safety portfolio to ensure the needs of the community and law enforcement agencies are met with the highest quality. We’re excited to welcome Arx to the Tyler team.”
Arx Alert allows law enforcement agencies to modernize policing, provide external transparency to the community, and create internal agency accountability. It provides critical intelligence to the chief of police, command staff, and supervisors to have more insight into activity conducted while on the job, including alerts for possible non-compliance issues and proactively promoting officer wellness by identifying critical incident stress factors. This helps with risk mitigation, improved efficiency, and officer retention.
Through Arx Community, citizens, businesses and community organizations can better understand community policing activity and how to build stronger community partnerships. Community members can access pertinent crime data, agency accountability data, and enforcement action data. The community will have direct insight into both crime and policing that impact their neighborhoods. With instant access to data, communities can feel more confident and build more trust with their policing partners.
“Tyler shares our vision of creating a more unified community for citizens and those that protect them,” said Bo Cheng, co-founder and president, Arx. “Through that shared vision, Tyler and Arx will work in partnership to accelerate our growth and scale our impact as we help police departments create safer and more equitable communities, with technology and intelligence that makes public safety data clearly seen, analyzed, and appropriately acted on.”
Founded by Bo Cheng and Andrew McKeever, Arx is based in Detroit, Michigan. Arx management and staff will become part of Tyler’s Public Safety Division based in Troy, Michigan, and its current employees are expected to remain working remotely.
About Tyler Technologies, Inc.
Tyler Technologies (NYSE: TYL) provides integrated software and technology services to the public sector. Tyler's end-to-end solutions empower local, state, and federal government entities to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions are transforming how clients gain actionable insights that solve problems in their communities. Tyler has more than 27,000 successful installations across more than 11,000 sites, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been named to Government Technology's GovTech 100 list five times and has been recognized three times on Forbes' "Most Innovative Growth Companies" list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210909005697/en/
Jennifer Kepler
Tyler Technologies
972.713.3770
Media.team@tylertech.com
PRELIMINARY PROSPECTUS
PRIMETIME HOLDINGS INC. 1,288,077 Subordinate Voting Shares Issuable on Conversion of Outstanding Debentures
August 13, 2021
https://www.sedar.com/GetFile.do?lang=EN&docClass=9&issuerNo=00051894&issuerType=03&projectNo=03263593&docId=5026033