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PrimeTime Holdings Provides Corporate Update, Completes C$29.9 million Private Placement of Secured Convertible Debentures and Files Preliminary Prospectus with the Intention to List on the Canadian Securities Exchange
LOS ANGELES, CALIFORNIA and VANCOUVER, BC, August 24, 2021,
https://www.sedar.com/GetFile.do?lang=EN&docClass=8&issuerNo=00051894&issuerType=03&projectNo=03266005&docId=5028807
second go around for Road Runner and 12-2019
Randall Lanham
Owner of more than 5%
28562 Oso Parkway Unit D
Rancho Santa Margarita
CA, 92688
5,000,000
Preferred Stock
100%
These shares were transferred to Randall Lanham on 09/17/2019 from Custodian Ventures LLC
https://www.otcmarkets.com/otcapi/company/financial-report/301910/content
Amended Quarterly Report (10-q/a)
https://www.otcmarkets.com/filing/conv_pdf?id=15187895&guid=XYI9keLsyowbNth
yes
Receive income from Fidelity on any borrowed securities. Income accrues daily and is credited to your account monthly.
https://www.fidelity.com/trading/fully-paid-lending
Fido loaned securities is paying 17.50% on Netlist
CyberOptics Receives New Order Valued at $4.2 Million for Mini LED Inspection and Metrology
Source: Business Wire
CyberOptics Corporation® (Nasdaq: CYBE), a leading global developer and manufacturer of high precision 3D sensing technology solutions, today announced that it has received a new follow-on order valued at approximately $4.2 million for its SQ3000™ Multi-Function systems for mini LED inspection and metrology. Revenue from the order is expected to be recognized in the second half 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 Multi-Function systems and MX systems for memory module inspection; increasing price competition and price pressure on our product sales, particularly our SMT 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210603005911/en/
Jeffrey A. Bertelsen, Chief Financial Officer
763-542-5000
Carla Furanna, Vice President of Global Marketing
952-820-5837
Camtek Receives ~$60 Million In Orders Since Beginning Of April
Source: PR Newswire (US)
MIGDAL HAEMEK, Israel, June 8, 2021 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced, ahead of the Stifel 2021 virtual investor conference, that since the beginning of April it has received orders for inspection and metrology systems totaling about $60 million, predominantly for advanced packaging and front-end applications.
The systems are expected to be delivered primarily during the second half of 2021.
Rafi Amit, Chief Executive Officer, commented, "I am pleased with the current flow of orders which strengthen our confidence that the business momentum will continue into the second half of 2021. 2021 is shaping up to be another record year for Camtek."
Camtek will be presenting at the upcoming Stifel 2021 Cross Sector Insight Conference. The conference is scheduled to take place between June 8-10, 2021. Camtek's management will participate in a fireside chat session on June 8, at 8am ET, followed by one-on-one meetings. If you wish to arrange a meeting, please contact investor relations at Camtek.
ABOUT CAMTEK LTD.
Camtek is a developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek's systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the front and mid-end and up to the beginning of assembly (Post Dicing). Camtek's systems inspect wafers for the most demanding semiconductor market segments, including Advanced Interconnect Packaging, Memory, CMOS Image Sensors, MEMS, and RF, serving numerous industry's leading global IDMs, OSATs, and foundries.
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 www.camtek.com
This press release contains projections or other forward-looking statements regarding future events or the future performance of the Company. These statements are only predictions that represent our views only as of the date they are made and may change as time passes. We do not assume any obligation to update that information, except as required by law. These forwardlooking statements are subject to risks and uncertainties that may cause actual events or results to differ materially from those projected, including as a result of the effects of general economic conditions; the effect of the COVID-19 crisis on the global markets and on the markets in which we operate, including the risk of a continued disruption to our and our customers', providers', business partners and contractors' business as a result of the outbreak and effects of the COVID-19 pandemic; the risks relating to the concentration of a significant portion of Camtek's expected business in certain countries, particularly China, from which we expect to generate significant portion of our revenues for the coming few quarters, but also Taiwan and Korea, including the risks of deviations from our expectations regarding timing and size of orders from customers in these countries; 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; as well as due to other risks identified in our Annual Report on Form 20-F and other documents filed by the Company with the SEC. Although Camtek believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements, including Camtek's outlook for 2021 and orders expected to be delivered, will be achieved or will occur. Except as required by law, Camtek undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this press release, to conform these statements to actual results or to changes in its expectations.
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) 1 646 688 3559
camtek@gkir.com
Cision View original content:http://www.prnewswire.com/news-releases/camtek-receives-60-million-in-orders-since-beginning-of-april-301307552.html
SOURCE Camtek Ltd.
Copyright 2021 PR Newswire
Quarterly Report (10-q)
Source: Edgar (US Regulatory)
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-51012
HEALTHTECH SOLUTIONS, INC.
(Exact Name of Registrant in its Charter)
Utah 84-2528660
(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.)
181 Dante Avenue, Tuckahoe, NY 10707
(Address of Principal Executive Offices)
Issuer’s Telephone Number: 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
None None Not Applicable
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer__ Accelerated filer__ Non-accelerated filer__ Smaller reporting company [X]
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
May 21, 2021
Common Voting Stock: 29,032,344
HEALTHTECH SOLUTIONS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED MARCH 31, 2021
TABLE OF CONTENTS
Part I. Financial Information Page No.
Item 1. Financial Statements (unaudited): F-1
Consolidated Balance Sheets (Unaudited) – March 31, 2021 and December 31, 2020 F-1
Consolidated Statements of Operations (Unaudited) - for the Three Months Ended March 31, 2021 and 2020
F-2
Consolidated Statement of Changes in Stockholders' (Deficiency) Equity for the
Three Months Ended March 31, 2021 and 2020
F-3
Statements of Cash Flows (Unaudited) – for the Three Months Ended
March 31, 2021 and 2020
F-4
Notes to Consolidated Financial Statements (Unaudited) F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures about Market Risk 3
Item 4. Controls and Procedures 3
Part II. Other Information
Item 1. Legal Proceedings 4
Item 1A. Risk Factors 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4
Item 3. Defaults Upon Senior Securities 4
Item 4. Mine Safety Disclosures 4
Item 5. Other Information 4
Item 6. Exhibits 5
Signatures 5
HEALTHTECH SOLUTIONS INC.
(Formerly HYB Holding Corporation)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
2021
December 31,
2020
ASSETS
Current Assets:
Cash $ 6,294 $ 128,996
Prepaid expenses — 10,000
Total Current Assets 6,294 138,996
Intangible assets net of accumulated amortization 16,203 25,926
Total Assets $ 22,497 $ 164,922
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accrued interest $ 15,088 $ 3,792
Accounts payable 96,559 80,169
Loan From Related Party 49,119 —
Total Current Liabilities 160,766 83,961
Long Term Liabilities:
Convertible debentures payable, net of discount of $323,909 and $325,824 respectively 357,599 305,684
Derivative liabilities 356,047 337,874
713,646 643,558
Total Liabilities 874,413 727,519
Stockholders' Equity (Deficit):
Series A preferred stock, $.001 par value, 2,000,000
authorized, 156,837 issued and outstanding 157 157
Common stock, $0.001 par value, 200,000,000 shares
authorized, 9,701,269 issued and outstanding 9,701 9,701
Additional paid in capital 870,809 866,251
Accumulated deficit (1,732,582 ) (1,438,706 )
Total Stockholders' Equity (Deficit) (851,915 ) (562,597 )
Total Liabilities and Stockholders' Equity (Deficit) $ 22,497 $ 164,922
The accompanying notes are an integral part of these consolidated financial statements
F-1
HEALTHTECH SOLUTIONS INC.
(Formerly HYB Holding Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
March 31,
2021
March 31,
2020
Revenue $ — $ —
Operating Expenses:
General and administrative 119,822 13,142
General and administrative-related party 30,000 28,393
Research and development 84,948 5,800
Research and development – related party 18,000 18,500
Amortization 9,722 9,722
Total Operating Expenses 262,493 75,557
Loss from Operations (262,493 ) (75,557 )
Other Expenses (Income):
Interest Expense 38,600 —
Change in fair value of derivative liabilities (7,215 ) —
31,385 —
Loss before provision for income tax (293,877 ) (75,557 )
Provision for income tax — —
Net loss $ (293,877 ) $ (75,557 )
Loss per common share
Basic and diluted $ (0.03 ) $ —
Weighted Average Common Shares Outstanding
Basic and diluted 9,701,269 —
The accompanying notes are an integral part of these consolidated financial statements
F-2
HEALTHTECH SOLUTIONS INC.
(Formerly HYB Holding Corporation)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY
(Unaudited)
Common Stock Preferred Stock
Number of Shares Amount Number of Shares Amount Additional Paid In Capital Accumulated Deficit Total
Balance at December 31, 2019 — $ — 156,837 $ 157 $ 840,510 $ (706,498 ) $ 134,169
Capital contributions 28,500 — 28,500
Net loss (75,557 ) (75,557 )
Balance at March 31, 2020 — — 156,837 157 869,010 (782,055 ) 87,112
Balance at December 31, 2020 9,701,269 9,701 156,837 157 866,251 (1,438,706 ) (562,597 )
Capital contributions 4,558 — 4,558
Net loss (293,877 ) (293,877 )
Balance at March 31, 2021 9,701,269 $ 9,701 156,837 $ 157 $ 870,809 $ (1,732,582 ) $ (851,915 )
The accompanying notes are an integral part of these consolidated financial statements
F-3
HEALTHTECH SOLUTIONS INC.
(Formerly HYB Holding Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
March 31,
2021
March 31,
2020
Cash flows from operating activities:
Net loss $ (293,877 ) $ (75,557 )
Adjustments to Reconcile Net Loss to Net Cash
used in operating activities
Amortization expense 9,722 9,722
Amortization of discount on convertible debentures 27,303 —
Fair value change in derivative liabilities (7,215 ) —
Changes in operating assets and liabilities:
Prepaid expenses 10,000 —
Accrued interest 11,297 —
Accrued liabilities (80,169 ) (15,123 )
Accounts payable 96,559 —
Net cash used in operating activities (226,380 ) (80,958 )
Cash flows from financing activities:
Loan From related party 49,119 —
Proceeds from convertible debentures 50,000 —
Capital contributions 4,558 28,500
Net cash provided by financing activities 103,677 28,500
Net decrease in cash (122,702 ) (52,458 )
Cash, beginning of period 128,996 105,754
Cash, end of the period $ 6,294 $ 53,297
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ — $ —
Cash paid for taxes $ — $ —
The accompanying notes are an integral part of these consolidated financial statements
F-4
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Healthtech Solutions, Inc. (the “Company”) was incorporated in Utah on October 18, 1985. The Company had no business operations from April 25, 2015, when it spun off its only direct subsidiary, which at that time owned all of the assets through which the Company was carrying on operations, until November 16, 2020 when the Company acquired all of the outstanding capital stock of Medi-Scan Inc.
Medi-Scan Inc. was organized as a limited liability company named "Medi-Scan LLC" formed in the State of Florida on September 25, 2018. On August 25, 2020, Medi-Scan LLC filed articles of conversion with the State of Florida that converted it from an LLC to a C corporation. In connection with the conversion In December 2018, Medi-Scan acquired a portfolio of intellectual property relating to medical imaging. Since December 2018, Medi-Scan has been engaged in developing practical applications for the medical imaging technology as well as related medical technology. Recently Medi-Scan applied for three patents based on the technology developed in the past two years.
The Company is pursuing a business plan in which the Company will acquire and/or invest in cutting edge healthcare technology in the medical device biopharma and pharmaceutical fields. The goal will be to nurture these early stage ventures with financial support and administrative and technological assistance until their respective medical solutions are ready to enter the market. .
Acquisition of Medi-Scan Inc.
On November 12, 2020, Healthtech Solutions, Inc. entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan, pursuant to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions, Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock, representing 97% of the equity in Healthtech Solutions. The exchange of equity (the "Share Exchange") was completed on November 16, 2020.
As a result of the Share Exchange, the Medi-Scan shareholders become the majority shareholders and have control of Healthtech Solutions. The acquisition of Medi-Scan was accounted for as a reverse merger effected by a Share Exchange. Healthtech Solutions is considered the legal acquirer and Medi-Scan is considered the accounting acquirer. Accordingly, the historical financial statements presented in this report are those of Medi-Scan.
On November 12, 2020, when the Share Exchange Agreement was executed, the three members of the Healthtech Solutions Board of Directors were also the three managing members of Medi-Scan, entities under their control owned a majority of the outstanding capital stock of Medi-Scan, and an entity under the control of one of them owned a majority of the outstanding capital stock
F-5
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS (Continued)
Acquisition of Medi-Scan Inc. (Continued)
of Healthtech Solutions. Therefore, the Share Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly, the assets and liabilities of Medi-Scan are presented at their carrying values at the date of the Share Exchange, and the Company’s historical stockholders’ equity has been retroactively restated to the first period presented.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2021.
The accompanying consolidated financial statements reflect the accounts of Healthtech Solutions, Inc. and its wholly owned subsidiary, Medi-Scan, Inc. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. One significant item subject to such estimates and assumptions is the valuation of the derivative liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
F-6
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Software Development Costs
In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.
Research and Development
Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses.
Impairment of Intangible Assets
The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. Management has determined that no impairment exists as of March 31, 2021.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.
F-7
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Convertible Instruments (Continued)
Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
See Note 8, “Derivative Financial Instruments” for disclosures regarding the derivative embedded in the Company's outstanding 7% Convertible Debentures.
Share-Based Compensation
The Company follows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted during the three months ending March 31, 2021 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees.
F-8
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
The Company follows ASC 825-10-50-10 with respect to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
· Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
· Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
· Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.
Financial assets and liabilities of the Company primarily consists of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As of March 31, 2021, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values due to the short-term nature of these instruments.
See: Note 8, "Derivative Financial Instruments", for fair value disclosures regarding the convertible debentures issued by the Company and outstanding as of March 31, 2021.
The derivative liability, which relates to the conversion feature of convertible debt, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.
There were no transfers between level 1, level 2 or level 3 measurements during the quarter ending March 31, 2021.
F-9
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share
The Company calculates earnings per share (“EPS”) as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.
Income Taxes
The Company follows ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company had no material uncertain tax positions as of March 31, 2021 or December 31, 2020.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance.
F-10
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Adopted Accounting Standards
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have an impact on its results of operations or financial position.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has produced no revenue since inception, and has an accumulated deficit of $1,732,582 as of March 31, 2021. The Company has had no revenues since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.
In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to most other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business,
financial condition and results of operations. Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital or debt to fund operating expenses until its planned operations begin to generate revenue. The Company is not expecting to recognize revenue until the second half of 2021 at the earliest. Management, therefore, is actively pursuing sources of investment capital.
F-11
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 4 – INTANGIBLE ASSETS
The Company’s intangible assets consist of the intellectual property relating to medical imaging contributed to Medi-Scan in December 2018 as a capital contribution. The intangible assets are being amortized over three years. Amortization expense relating to the intangible assets aggregated $9,722 in each of the three months ending March 31, 2021 and 2020.
NOTE 5 – RELATED PARTIES
During the first five months of 2020, Medi-Scan paid $10,000 per month to a law firm owned by Denis Kleinfeld, who was a managing member of Medi-Scan at that time and became a member of the Board of Directors of Healthtech Solutions in September 2020. The payment included $1,447 as compensation for use of the law firm's offices as the executive offices of Medi-Scan, the remainder was compensation for the administrative and other services of employees of the law firm, and for legal services by Mr. Kleinfeld.
For legal services rendered as counsel to Healthtech Solutions during the period January 1, 2021 to March 31, 2021, Healthtech Solutions paid Robert Brantl $25,130. Mr. Brantl was the sole officer and director of Healthtech Solutions until September 4, 2020, and has served as Secretary of Healthtech Solutions since September 4, 2020.
In May 2020 David Rubin, through his personal holding company, Storm Funding LLC, agreed to contribute $250,000 to Medi-Scan in exchange for a 25% equity interest in Medi-Scan. During the remainder of 2020, Mr. Rubin satisfied $245,442 of the obligation: he contributed $142,761 by paying obligations incurred by Medi-Scan in that amount, and Mr. Rubin satisfied a total of $102,681 of the obligation by contributing to Medi-Scan the services of administrative personnel employed by eProdigy Financial LLC, a company owned by Mr. Rubin. During the period from
January 1, 2021 to March 31, 2021 Mr Rubin satisfied the remainder of his contribution of $4,558. During that quarter, Mr Rubin also loaned $30,000 to the Company and contributed services of eProdigy Financial LLC valued at $38,542.40.
NOTE 6 – SHAREHOLDERS EQUITY
Authorized Capital Stock
The following table sets forth information, as of March 3, 2021, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc.
F-12
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 6 – SHAREHOLDERS EQUITY (Continued)
Authorized Capital Stock
Class Shares Authorized Shares Outstanding
Common Stock, $.001 par value 200,000,000 9,701,269
Series A Preferred Stock, $.001 par value 156,937 156,837
Series B Preferred Stock, $.001 par value 1,500,000 0
Series C Preferred Stock,$.001 par value 30,000 0
Undesignated Preferred Stock, $.001 par value 313,163 0
Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of Common Stock. Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of Common Stock on all matters upon which stockholders are permitted to vote. In the event of our liquidation, dissolution or winding up, after payment of all creditors, holders of our Series A Preferred Stock are entitled to receive, ratably, a preferential payment of $.01 per share, then to share pro rate in the net assets available to stockholders on an as-converted basis.
Undesignated Preferred Stock. The Board of Directors has authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of undesignated Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the following relative rights and preferences of the shares of each series so established.
Capital Contributions
Medi-Scan's founders contributed $4,558 during the three months ended March 31, 2021, and $28,500 during the three months ended March 31, 2020.
On May 21, 2020, Medi-Scan entered into agreement with Storm Funding LLC, a company owned by David Rubin. Storm Funding LLC committed to invest $250,000 in exchange for a 25% membership interest in Medi-Scan. At the same time, David Rubin joined Medi-Scan as Executive Chairman. As of March 31, 2021, the financing commitment had been fully satisfied.
F-13
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 7 – EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES
In August and September of 2020, Medi-Scan issued four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the Notes on January 31, 2021. The Notes provided that, in the event that Medi-Scan was acquired by a corporation whose common stock was registered with the SEC, the Notes would be automatically exchanged for 7% convertible debentures issued by that acquirer.
In November of 2020, by reason of the Share Exchange, the four 7% Exchangeable Promissory Notes were automatically exchanged for 7% Convertible Debentures issued by Healthtech Solutions in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020, Healthtech Solutions issued four additional 7% Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment of cash in that amount.
On February 4, 2021 an additional debenture was issued in the amount $50,000.
The 7% Convertible Debentures are convertible into common stock, at the holders’ option, at a 30% discount to the market price of the Company’s common stock. The Company has determined that the conversion feature represents a derivative financial instrument embedded in the Debentures. The accounting treatment of derivative financial instruments requires that the Company record the fair value of that derivative financial instrument as a discount to the value of the Debentures as of the inception date of each Debenture. Accordingly, the Company recorded an aggregate initial discount of $349,202 for the fair value of the derivative liability at inception of each convertible debenture. During the three months ending March 31, 2021, the Company amortized $27,303 as interest expense. At March 31, 2021 the notes are presented on the balance sheet net of unamortized discount of $321,900. The Company recorded an aggregate initial discount of $335,101 for the fair value of the derivative liability at inception of each convertible debenture. During the year ended December 31, 2020, the Company amortized $9,277 as interest expense. At December 31, 2020 the notes are presented on the balance sheet net of unamortized discount of $325,824.
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company determined the conversion feature of the 7% Convertible Debentures represented an embedded derivative since the Debentures were convertible into a variable number of shares upon conversion. Accordingly, the Debentures are not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability.
The fair value of the derivatives embedded in the 7% Convertible Debentures was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 167%, (3) weighted average risk-free interest rate of 9.0%, (4) expected life until January 31, 2024, and (5) the quoted market price of the Company’s common stock at each valuation date.
F-14
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
At March 31, 2021, the Company marked to market the fair value of the nine derivatives and determined a fair value of $359,608. The Company recorded a gain resulting from change in fair value of debt derivatives by $7,215 for the three months ending March 31, 2021.
A summary of changes in Convertible Debentures for the period ending March 31, 2021 was as follows:
Balance at December 31, 2020 $ 334,933
Issuance in February 2021 $ 25,388
Change in fair value (7,215 )
Balance at March 31, 2021 $ 353,106
NOTE 9 – INCOME TAX
As discussed in Note 1, in prior years and through August 25, 2020, including during the three months ended March 31, 2020, the Company was a limited liability company which was treated as a partnership for income tax purposes, and the tax benefit of losses realized by the Company was passed on to its members.
For the three months ended March 31, 2021, the provision (benefit) for income taxes consisted of the following:
Three Months ended
March 31,
2021
Current $ —
Deferred (74,000)
Change in valuation allowance 74,000
Income tax provision (benefit) $ —
The following table reconciles the effective income tax rates with the statutory rates for the period from the conversion date to March 31, 2021:
2021
U.S. federal statutory rate 21.0 %
State tax, net of federal benefit 5.0 %
Change in valuation allowance 26.0 %
Effective income tax rate — %
F-15
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 9 – INCOME TAX (Continued)
Deferred tax assets are comprised of the following:
Mar. 31,
2021
Net operating loss carryforwards $ 185,000
Valuation allowance (185,000 )
Net deferred tax assets $ —
At March 31, 2021, the Company had approximately $111,000 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2027. Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through March 31, 2021, a change of ownership was deemed to have occurred in the 2020 fiscal year. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2036.
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance.
The tax years ending December 31, 2020 remain open to examination by the taxing authorities.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued, and determined that the reportable subsequent events were as follows. On May 4, 2021 the Company entered into an Advisory Agreement with Kleinfeld Legal Services P.A., which is owned byDenis Kleinfeld, who was, until April 24, 2021, a member of the Company's Board of Directors. Pursuant to the agreement, Kleinfeld Legal Services P.A. will provide legal and advisory services to Medi-Scan Inc. during the next two years. In consideration of the services, the Company will pay Kleinfeld Legal Services a $100,000 signing fee plus a services fee of $150,000 per year. The Company also assigned to Kleinfeld Legal Services 19.9% of the capital stock of Medi-Scan, Inc., which it immediately assigned to four associates.
On May 6, 2021 the Company sold 8,962,500 shares of its common stock to 30 accredited investors for an aggregate cash purchase price of $1,792,500 (i.e. $.20 per share).
F-16
HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Three Month Periods Ended March 31, 2021 And 2020
(Unaudited)
NOTE 10 – SUBSEQUENT EVENTS (Continued)
On May 6, 2021 the Company issued 4,018,575 shares of its common stock to five accredited investors in exchange for their cancellation of 7% Convertible Debentures previously issued by the Company. The aggregate principal amount of, and interest accrued on, the Debentures was $803,714.90 (i.e. $.20 per share of common stock issued in the exchange).
On May 7, 2021 a special purpose subsidiary of the Company merged into Healthtech Oncology, Inc., which owns 98.83% of the outstanding capital stock of Varian Biopharmaceuticals, Inc. ("Varian"). Varian is a precision oncology company engaged in developing therapeutics for the treatment of cancer. In exchange for ownership of Healthtech Oncology, the Company issued 29,649.324 shares of its Series C Preferred Stock. The Series C Preferred Stock will give its holders 4.9% of the voting power in the Company and a 4.9% liquidation preference. The holders will also be entitled to exchange their Series C Shares for common stock of Healthtech Oncology. The percentage ownership of Healthtech Oncology that the Series C shareholders will obtain if they exchange their Series C Shares will depend on the amount of cash loaned by the Company to Healthtech Oncology: ranging from 85% ownership, if the Company loans $10 million to Healthtech Oncology, to 100% if the Company makes no loans to Healthtech Oncology. As of May 7, 2021 the Company had loaned $1 million to Healthtech Oncology. The Series C shareholders may exchange their shares after April 1, 2023 or earlier if the Company makes a distribution of Healthtech Oncology shares to the shareholders of the Company.
On May 14, 2021 the Company entered into an Exchange Agreement with Richard Parker, who is Medi-Scan's Chief Research Officer. Pursuant to the Exchange Agreement, Mr. Parker's family trust surrendered 29,407 shares of the Company's Series A Preferred Stock, and the Company issued to Mr. Parker's family trust 6,000,000 shares of its common stock and assigned to it 18.75% of the outstanding shares of Medi-Scan, Inc. In addition, Mr. Parker assigned to the Company his intellectual property concerning electromagnetic waveform entrainment technology, and the Company issued to the Parker family trust an additional 250,000 shares of its common stock.
F-17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
On November 16, 2020 Healthtech Solutions, Inc. acquired all of the capital stock of Medi-Scan, Inc. in exchange for Series A Preferred Stock representing 97% of the equity in Healthtech Solutions. Because the transaction is classified as a reverse merger under GAAP, the financial results presented in this Report for the quarter ended March 31, 2020 are the financial results of Medi-Scan for that quarter. Medi-Scan is in its pre-revenue period, and will remain so until it obtains approval to market its medical device from the U.S. FDA or the comparable agency of the European Union.
Since our only activities during the quarters ended March 31, 2021 and 2020 were research and development, our expenses during those period were primarily salaries and consulting and service fees. During the three months ended March 31, 2021, we paid $84,948 for research and development, most of which was payment to consultants working under the direction of our Chief Research Officer ("CRO") as well as payments to outside labs and clinics for services. In addition, we paid $18,000 during the three months ended March 31, 2021 to the Chief Research Officer of Medi-Scan for his services. During the three months ended March 31, 2020, our payments for research and development and to our CRO were $5,800 and $18,500 respectively. We expect that our research and development expenses will rise significantly if we obtain the capital resources necessary to fully implement our business plan.
The remainder of our operating expenses were primarily attributable to administrative costs. We incurred $119,822 in general administrative expenses during the three months ended March 31, 2021 and $13,142 during the three months ended March 31, 2020. These included office expenses plus legal and accounting fees, and fees for public relations services. Legal fees, in particular, were high during the first quarter of 2021, as we initiated negotiations of a number of prospective acquisitions, changed the corporate name, and entered into negotiations with a number of potential sources of finance.
During the first quarter of 2021, we also incurred $30,000 in general and administrative expense - related party, which was the fee of $10,000 per month that we pay for the services of our COO. During the first quarter of 2020, we incurred $28,393 in general and administrative expense - related party, which arose from the fee arrangement that we had at that time with a member of our Board from whom Medi-Scan rented space and purchased administrative services through May 2020.
We also incur $3,241 per month in amortization costs, as we are amortizing over a three year period the intangible assets that our Chief Research Officer contributed to Medi-Scan.
As a result of the aforesaid expenses, in the three months ended March 31, 2021 we incurred a net loss from operations of $262,493. In the three months ended March 31, 2020, our net loss from operations was $75,557. In the first quarter of 2021, however, we also incurred items of Other Expense (Income) that added $31,385 to our net loss:
· $38,600 in interest expense (primarily attributable to the 7% Convertible Debentures); partially offset by
· a gain of $7,215 due to a reduction in the fair value of derivative liabilities, relating to the 7% Convertible Debentures.
1
We account for our convertible debt in accordance with ASC 815, Derivatives and Hedging as the conversion feature embedded in the convertible debentures could result in the debenture principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures is variable and based on trailing market prices. It therefore contains an embedded derivative. The fair value of the conversion feature was calculated when the debentures were issued, and we recorded a debenture discount and derivative liability for the calculated value. We recognize interest expense for accretion of the debenture discount over the term of the note. The conversion liability is valued at the end of each reporting period and will result in a gain or loss for the change in fair value. Due to the volatile nature of our stock, the change in the derivative liability and the resulting gain or loss could often be material to our results. This was among the reasons why, in May 2021, we negotiated a cancellation of the 7% Convertible Debentures in exchange for common stock.
After taking into account our Other Expenses (Income) in the first quarter of 2021, our net loss for that quarter was $293,877 ($0.03 per share). During the first quarter of 2020 we incurred a net loss of $75,557.
We will continue to incur losses until we begin to generate revenues at a level adequate to sustain our operations without cash infusion.
Liquidity and Capital Resources
At December 31, 2020 Healthtech Solutions had working capital totaling $55,036, primarily consisting of cash. At the end of March 2021, we had a deficit in working capital of ($154,472). This reversal occurred primarily because our operations during the first quarter of 2021 used $226,380 in cash, while our financing activities contributed only $103,677 in cash. During the first quarter of 2020, when our only source of cash was capital contributions by our management, our operations used $80,958 in cash, approximately equal to our net loss of $75,557. These results make it obvious that Healthtech Solutions will have to obtain substantial capital infusions in order to fund the continuing development of our portfolio technologies and the costs of securing the governmental approvals necessary before our technologies can go to market.
At the present time, Healthtech Solutions has only three individuals working on a full-time basis: our Chief Executive Officer, our Chief Operating Officer and Medi-Scan's Chief Research Officer. The seven other individuals who provide services to Medi-Scan at this time do so on an hourly, as needed basis. We have some ability, therefore, to adjust our cash burn rate to our resources. Nevertheless, the task of bringing a complex medical device to market is an expensive task. We will require millions of dollars to accomplish it even once.
Note 3 to our consolidated financial statements discloses that the financial condition of Healthtech Solutions - i.e. our modest cash resources and the absence of revenue - raises substantial doubt as to the Company's ability to continue as a going concern. Management intends to pursue one or more offerings of securities in order to obtain the funds that will be necessary for successful implementation of our business plan. At present, however, no commitments for future funding have been received.
2
Application of Critical Accounting Policies
In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the three months ended March 31, 2021, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results. These were:
· Our determination of the fair value of the derivative liability embedded in the 7% Convertible Debentures that we sold during 2020 and 2021. We based the determination of fair value on certain assumptions specified in Note 8 to our Financial Statements.
· Our determination to amortize our intangible assets over a useful like of three years, as described in Note 4 to our financial statements. We based that amortization schedule on our expectation that the technology in our field will develop rapidly.
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 or results of operations.
Impact of Accounting Pronouncements
There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of March 31, 2021, our Chief Executive Officer and our Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures have the following material weaknesses:
The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.
Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles.
We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls.
3
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of March 31, 2021 for the purposes described in this paragraph.
Changes in Internal Controls. There was no change in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Healthtech Solutions' first fiscal quarter that has materially affected or is reasonably likely to materially affect Healthtech Solutions' internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There has been no change from the risk factors described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sale of Securities and Use of Proceeds
(a) Unregistered sales of equity securities
There were no unregistered sales of equity securities by the Company during the first quarter of fiscal year 2021.
(c) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the first quarter of fiscal year 2021.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
4
Item 6. Exhibits
31-a Rule 13a-14(a) Certification of CEO
31-b Rule 13a-14(a) Certification of CFO
32-a Rule 13a-14(b) Certification of CEO
32-b Rule 13a-14(b) Certification of CFO
101.INS XBRL Instance
101.SCH XBRL Schema
101.CAL XBRL Calculation
101.DEF XBRL Definition
101.LAB XBRL Label
101.PRE XBRL Presentation
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 thereunto duly authorized.
HEALTHTECH SOLUTIONS, INC.
Date: May 24, 2021 By: /s/ Edward Swanson
Edward Swanson, Chief Executive Officer
Date: May 24, 2021 By: /s/ Manuel Iglesias
Manuel Iglesias, Chief Financial and Accounting Officer
5
Camtek Reports First Quarter 2021 Results
Source: PR Newswire (US)
MIGDAL HAEMEK, Israel, April 28, 2021 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced its financial results for the first quarter of 2021.
Highlights of the First Quarter of 2021
Revenues of $57.4 million;
GAAP gross margin of 50.5%; non-GAAP gross margin of 50.7%;
GAAP operating income of $14.4 million (25.1% of revenue); non-GAAP operating income of $15.6 million (27.2% of revenue);
GAAP net income of $13.4 million and non-GAAP net income of $14.6 million; and
Positive operating cash flow of $2.7 million.
Forward-Looking Expectations
Management expects revenues for the second quarter to be between $63-65 million.
Based on orders in hand and business in the pipeline, management believes the positive momentum will continue into the third quarter.
Management Comment
Rafi Amit, Camtek's CEO, commented, "High demand in our markets, the excellent performance of our systems and the strong position that Camtek has gained in the market, are allowing us to continue to demonstrate record financial performance quarter after quarter.
"Our growth in profitability is a result of the rapid increase in sales and a favorable product mix. Camtek is strongly positioned in the market and, as things stand today, 2021 is expected to be a record year in sales, growth and profitability."
First Quarter 2021 Financial Results
Revenues for the first quarter of 2021 were $57.4 million, an increase of 90% compared with the first quarter of 2020.
Gross profit on a GAAP basis in the quarter totaled $29.0 million (50.5% of revenues), compared to a gross profit of $13.6 million (44.9% of revenues) in the first quarter of 2020. Gross profit on a non-GAAP basis in the quarter totaled $29.1 million (50.7% of revenues), compared to $13.6 million (45.2% of revenues) in the first quarter of 2020. The increase in the gross margin was due to higher revenue and a more favorable product mix in the quarter.
Operating profit on a GAAP basis in the quarter totaled $14.4 million (25.1% of revenues), compared to an operating profit of $2.9 million (9.5% of revenues) in the first quarter of 2020. Operating profit on a non-GAAP basis in the quarter totaled $15.6 million (27.2% of revenues), compared to $3.7 million (12.2% of revenues) in the first quarter of 2020.
Net income on a GAAP basis in the quarter totaled $13.4 million, or $0.30 per diluted share, compared to net income of $2.8 million, or $0.07 per diluted share, in the first quarter of 2020. Net income on a non-GAAP basis in the quarter totaled $14.6 million, or $0.33 per diluted share, compared to non-GAAP net income of $3.6 million, or $0.09 per diluted share, in the first quarter of 2020.
Cash and cash equivalents and short-term deposits, as of March 31, 2021 were $169.9 million compared to $177.8 million as of December 31, 2020. In addition, there were $10.0 in long-term deposits. During the quarter, Camtek generated $2.7 million in operating cash flow.
Conference Call
Camtek will host a video conference call/webinar today via Zoom, April 28, 2021, 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 video call please use the following link:
https://zoom.us/webinar/register/2716190805690/WN_jC8KnSCPRKqVZ2EOS4PPsw
For those wishing to listen via phone, please dial: +1-301-715-8592 (United States) or +972 3 978 6688 (Israel) with meeting ID 956 8662 6048. For other dial in numbers, please visit: https://zoom.us/zoomconference.
For those unable to participate, a recording will be available on Camtek's website at http://www.camtek.com the day 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 developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry.
Camtek's systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the front and mid-end, and up to the beginning of assembly (Post Dicing).
Camtek's systems inspect wafers for the most demanding semiconductor market segments, including Advanced Interconnect Packaging, Memory, CMOS Image Sensors, MEMS and RF, serving the industry's leading global IDMs, OSATs and foundries.
Camtek's world-class sales and customer support infrastructure is organized around eight subsidiaries based in the US, Europe, Japan, China, Hong Kong, Taiwan, Korea and Singapore.
This press release is available at www.camtek.com
This press release contains projections or other statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are only predictions that are based on the current beliefs, expectations and assumptions of Camtek's management about Camtek's business, financial condition, results of operations, market trends and other issues addressed or reflected therein, only as of the date they are made. Although we believe that the predictions reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations therefrom will not be material. We do not assume any obligation to update that information, except as required by law. Examples of forward-looking statements include: projections of demand, revenues, net income, growth prospects, cost assumptions and other financial and market matters. You may identify these and other forward-looking statements by the use of words such as "may", "plans", "anticipates", "believes", "estimates", "targets", "expects", "intends", "potential" or the negative of such terms, or other comparable terminology, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to risks and uncertainties that may cause actual events or results to differ materially from those projected, including, but not limited to, as a result of the effects of general economic conditions; the effect of the COVID-19 pandemic on the global markets and on the markets in which we operate, including the risk of a continued disruption to our and our customers', providers', business partners' and contractors' business; the risks relating to the concentration of a significant portion of Camtek's expected business in certain countries, particularly China, from which we expect to generate significant portion of our revenues for the coming few quarters, as well as Taiwan and Korea, including the risks of deviations from our expectations regarding timing and size of orders from customers in these countries; 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; as well as other risks identified in our Annual Report on Form 20-F and other documents filed by Camtek with the SEC.
This press release provides financial measures that exclude share based compensation 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,
2021
2020
U.S. Dollars (In thousands)
Assets
Current assets
Cash and cash equivalents
54,947
105,815
Short-term deposits
115,000
72,000
Trade accounts receivable, net
54,414
41,001
Inventories
44,645
39,736
Other current assets
3,959
3,366
Total current assets
272,965
261,918
Long-term deposits
10,000
-
Long term inventory
4,570
4,416
Deferred tax asset, net
-
482
Other assets, net
64
85
Fixed assets, net
20,455
20,398
Intangible assets, net
616
609
Total non-current assets
35,705
25,990
Total assets
308,670
287,908
Liabilities and shareholders' equity
Current liabilities
Trade accounts payable
27,333
27,180
Other current liabilities
36,027
30,204
Total current liabilities
63,360
57,384
Long term liabilities
Deferred tax liabilities, net
126
-
Other long term liabilities
3,188
3,260
3,314
3,260
Total liabilities
66,674
60,644
Commitments and contingencies
Shareholders' equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized
at March 31, 2021 and at December 31, 2020;
45,422,581 issued shares at March 31, 2021 and 45,365,354 at
December 31, 2020;
43,330,205 shares outstanding at March 31, 2021 and 43,272,978 at
December 31, 2020
171
171
Additional paid-in capital
171,869
170,497
Retained earnings
71,854
58,494
243,894
229,162
Treasury stock, at cost (2,092,376 as of March 31, 2021 and December
31, 2020)
(1,898)
(1,898)
Total shareholders' equity
241,996
227,264
Total liabilities and shareholders' equity
308,670
287,908
Camtek Ltd.
Consolidated Statements of Operations
(in thousands, except share data)
Three months ended
March 31,
Year ended
December 31,
2021
2020
2020
U.S. dollars (In thousands)
Revenues
57,352
30,179
155,859
Cost of revenues
28,375
16,622
82,628
Gross profit
28,977
13,557
73,231
Research and development costs
5,478
4,130
19,575
Selling, general and administrative expenses
9,100
6,559
31,032
Total operating expenses
14,578
10,689
50,607
Operating income
14,399
2,868
22,624
Financial income, net
386
375
775
Income before incomes taxes
14,785
3,243
23,399
Income tax expense
(1,425)
(463)
(1,621)
Net income
13,360
2,780
21,778
Basic net earnings per share
0.31
0.07
0.55
Diluted net earnings per share
0.30
0.07
0.54
Weighted average number of
ordinary shares outstanding:
Basic
43,289
38,665
39,383
Diluted
44,478
39,628
40,372
Camtek Ltd.
Reconciliation of GAAP to Non-GAAP results
(In thousands, except share data)
Three months ended
March 31,
Year ended
December 31,
2021
2020
2020
U.S. dollars
U.S. dollars
Reported net income attributable to
Camtek Ltd. on GAAP basis
13,360
2,780
21,778
Share-based compensation
1,211
817
4,224
Non-GAAP net income
14,571
3,597
26,002
Non –GAAP net income per share, basic
and diluted
0.33
0.09
0.63
Gross margin on GAAP basis
50.5%
44.9%
47.0%
Reported gross profit on GAAP basis
28,977
13,557
73,321
Share-based compensation
128
86
429
Non- GAAP gross margin
50.7%
45.2%
47.3%
Non-GAAP gross profit
29,105
13,643
73,750
Reported operating income
attributable to Camtek Ltd. on GAAP
basis
14,399
2,868
22,624
Share-based compensation
1,211
817
4,224
Non-GAAP operating income
15,610
3,685
26,848
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) 1 646 688 3559
camtek@gkir.com
Cision View original content:http://www.prnewswire.com/news-releases/camtek-reports-first-quarter-2021-results-301278846.html
SOURCE Camtek Ltd
Copyright 2021 PR Newswire
Healthtech Solutions, Inc. (HLTT), Parent Company of Varian Biopharmaceuticals Inc, Medi-Scan Inc. and RevHeart Inc., Announces
Source: InvestorsHub NewsWire
Healthtech Solutions, Inc. (HLTT),
Parent Company of Varian Biopharmaceuticals Inc, Medi-Scan Inc. and RevHeart Inc., Announces the Appointment of Edward Swanson, MD as New Chief Executive Officer
New York, NY -- May 14, 2021 -- InvestorsHub NewsWire -- Healthtech Solutions, Inc. (OTC: HLTT) ("Healthtech" or the "Company"), announced today that Edward (Ned) Swanson, M.D., was named Chief Executive Officer.
Dr. Swanson has a unique background and skillset that is particularly well suited to lead Healthtech, combining scientific, clinical, and industry knowledge. He is a co-founder of PolarityTE, Inc, (Nasdaq: PTE), a biotech company developing a range of regenerative tissue products and biomaterials, led by its flagship product SkinTE®. As a co-founder of PolarityTE, Dr. Swanson has gained extensive experience building and operating a public company, serving numerous roles as a former Director, Chief Operating Officer, and Chief Medical Officer. Additionally, he served as CEO of subsidiaries of PolarityTE that offer preclinical contract research services, Utah CRO Services, Inc. and IBEX Preclinical Research, Inc. These roles have provided Dr. Swanson with deep industry knowledge and know-how related to company formation, financing, product development, medical and regulatory affairs, manufacturing, business development, and commercialization within healthcare.
Prior to PolarityTE, Dr. Swanson was a resident in plastic and reconstructive surgery at The Johns Hopkins University School of Medicine. He has published more than 45 peer-reviewed papers, authored four book chapters, and delivered 30 conference presentations. Dr. Swanson completed his undergraduate training in bioengineering at the University of Pennsylvania, School of Engineering and Applied Science, and obtained his M.D. from Harvard Medical School.
"With Ned Swanson at the helm of Healthtech Solutions, we have the leadership and expertise of an individual who has demonstrated success at both medical bioengineering and effective public company stewardship at C-level," said Healthtech Solutions Chairman David Rubin. "His direction will facilitate a rise to a new level for the company and serve to deliver continued growth and shareholder value."
"I am thrilled to be joining the Healthtech team to build out a unique portfolio-style business model to bring innovative biotech and medical device technologies to the market and impact patient lives. The decentralized development of assets in this structure leverages nimble operating efficiencies at the subsidiary level combined with the experience and skillsets of the management team of Healthtech," Dr. Swanson said. "Our goal is to identify, develop and accelerate the growth of promising technologies while fostering an innovative ecosystem amongst our subsidiaries that results in synergies at all levels. We believe our model aligns both entrepreneurs and shareholders and will result in value, driven at all levels, most importantly to patients and the healthcare system."
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may," "should," "would," "will," "could," "scheduled," "expect," "anticipate," "estimate," "believe," "intend," "seek" or "project" or the negative of these words or other variations on these words or comparable terminology. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates, and assumptions, and are subject to several risks and uncertainties and other influences, over many of which the Company has no control. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. These and other factors are identified and described in more detail in the Company's filings with the SEC. The Company does not undertake to update these forward-looking statements.
Contacts:
Investors and Media
Chairman@HLTT.tech
President@HLTT.tech
CEO@HLTT.tech
Tyler Technologies Reports Earnings for First Quarter 2021
Source: Business Wire
Subscription revenues grew 25%; cash flow from operations grew 26%
Tyler Technologies, Inc. (NYSE: TYL) today announced financial results for the first quarter ended March 31, 2021.
First Quarter 2021 Financial Highlights:
Total revenues were $294.8 million, up 6.6% from $276.5 million for the first quarter of 2020. Non-GAAP total revenues were $294.8 million, up 6.5% from $276.8 million for the first quarter of 2020.
Recurring revenues from maintenance and subscriptions were $221.6 million, up 13.0% from $196.1 million for the first quarter of 2020, and comprised 75.2% of first quarter 2021 revenue.
Operating income was $38.2 million, up 12.7% from $33.9 million for the first quarter of 2020. Non-GAAP operating income was $78.9 million, up 18.1% from $66.8 million for the first quarter of 2020.
Net income was $37.0 million, or $0.88 per diluted share, down 22.2% compared to $47.6 million, or $1.16 per diluted share, for the first quarter of 2020. Non-GAAP net income was $60.0 million, or $1.43 per diluted share, up 16.5% compared to $51.5 million, or $1.25 per diluted share, for the first quarter of 2020.
Cash flows from operations were $71.7 million, up 26.4% from $56.7 million for the first quarter of 2020. Free cash flow was $61.7 million, up 33.9% from $46.0 million for the first quarter of 2020.
Adjusted EBITDA was $85.7 million, up 17.1% compared to $73.2 million for the first quarter of 2020.
Software subscription arrangements comprised approximately 66% of the total new software contract value in the first quarter, compared to approximately 73% in the first quarter of 2020.
Subscription bookings in the first quarter added $10.2 million in annual recurring revenue.
Annualized non-GAAP recurring revenues were $886.4 million, up 12.9% from $785.0 million for the first quarter of 2020.
Total backlog was $1.55 billion, up 3.0% from $1.50 billion at March 31, 2020. Software-related backlog (excluding appraisal services) was $1.50 billion, up 2.9% from $1.46 billion at March 31, 2020.
Effective January 1, 2021, Tyler adopted the requirements of ASU No. 2019-12, Simplifying the Accounting for Income Taxes; and ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. We do not expect the adoption of these two standards to have a material effect on our consolidated financial statements.
On March 31, 2021, Tyler acquired DataSpec, a provider of electronic management of veterans' claims, and ReadySub, a cloud-based platform that assists school districts with absence tracking, filling substitute teacher assignments, and automating essential payroll processes. The two acquisitions will not have a material impact on our consolidated financial statements.
On April 21, 2021, Tyler completed the acquisition of NIC Inc. for approximately $2.3 billion in cash. NIC is a leading provider of digital government solutions and payments processing that serves more than 7,100 federal, state, and local government agencies across the nation. In connection with the acquisition, in March Tyler completed a $600 million offering of 0.25% convertible senior notes due 2026, and in April entered into a new $1.4 billion senior unsecured credit facility that includes $900 million of three and five-year term notes, and a new $500 million five-year revolving credit agreement.
“Our first quarter results surpassed our expectations, providing an exceptional start to 2021,” said Lynn Moore, Tyler’s president and chief executive officer. “Total revenues grew 6.6% to reach an all-time quarterly high, led by subscriptions revenue growth of 25.4%. A favorable revenue mix coupled with effective cost management drove our non-GAAP gross margin to 53.3%, up 210 basis points, and our non-GAAP operating margin to 26.8%, a 270 basis point improvement. Cash flows from operations and free cash flow remained very robust, growing 26.4% and 33.9%, respectively.
"We're pleased to see signs of growing activity in our public sector markets, and expect that the $350 billion of direct federal fiscal relief for state and local government under the American Rescue Plan Act will have a positive impact on government technology spending. Bookings in the first quarter were solid at approximately $247 million, but were down 22.8% against a challenging comparison with the first quarter of 2020, which included several large contracts, including two SaaS contracts with the North Carolina Administrative Office of the Courts that totaled approximately $38 million.
"In addition to the DataSpec and ReadySub acquisitions in March, last week we completed the NIC acquisition - the largest in our history. We are extremely excited to welcome our new teams to Tyler and look forward to the benefits these transactions will bring to our clients, shareholders, and employees. NIC had very strong first quarter results that exceeded their plan. NIC's first quarter core revenues, excluding the TourHealth and COVID initiatives that are expected to wind down after the second quarter, grew more than 10% over last year, and their operating income, excluding the TourHealth and COVID initiatives and acquisition costs, rose more than 20%.
"We remain on track to achieve or exceed the annual revenue and EPS guidance that we communicated in February for Tyler, excluding the impact of the NIC acquisition. Because of antitrust restrictions, we took a conservative approach to our integration and strategic planning for NIC prior to closing the transaction. We are currently working closely with NIC's leadership to evaluate strategic growth opportunities that take advantage of the combined strengths of the two businesses. We expect to complete the fine-tuning of our joint operating and financial plans for the remainder of the year and issue 2021 guidance for the combined company during the second quarter," added Moore.
Conference Call
Tyler Technologies will hold a conference call on Thursday, April 29, 2021, at 10:00 a.m. ET to discuss the company’s results. The company is offering participants the opportunity to register in advance for the conference through the following link: http://dpregister.com/sreg/10153708/e599360d94. Registered participants will receive an email with a calendar reminder and a dial-in number and PIN that will allow them to listen to the call live.
Participants who do not wish to pre-register for the call may dial in using 844-861-5506 (U.S. callers) or 412-317-6587 (international callers) or 866-450-4696 (Canada callers) and ask for the “Tyler Technologies” call. A replay will be available two hours after completion of the call through May 6, 2021. To access the replay, please dial 877-344-7529 (U.S. callers), 412-317-0088 (international callers) and 855-669-9658 (Canada callers) and reference passcode 10151750.
The live webcast and archived replay can also be accessed at https://tylertech.irpass.com/Presentations.
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.
Non-GAAP Financial Measures
Tyler Technologies has provided in this press release financial measures that have not been prepared in accordance with generally accepted accounting principles (GAAP) and are therefore considered non-GAAP financial measures. This information includes non-GAAP revenues, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, EBITDA, adjusted EBITDA, and free cash flow. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating Tyler’s ongoing operational performance because they provide additional insight in comparing results from period to period. Tyler believes the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures. Non-GAAP financial measures discussed above exclude write-downs of acquisition-related deferred revenue and acquired subleases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, expenses associated with amortization of intangibles arising from business combinations, acquisition-related expenses, and incremental costs associated with COVID-19.
Tyler currently uses a non-GAAP tax rate of 24%. This rate is based on Tyler's estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating Tyler's non-GAAP income, as well as significant non-recurring tax adjustments. The non-GAAP tax rate used in future periods will be reviewed periodically to determine whether it remains appropriate in consideration of factors including Tyler's periodic effective tax rate calculated in accordance with GAAP, changes resulting from tax legislation, changes in the geographic mix of revenues and expenses, and other factors deemed significant. Due to differences in tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to Tyler's estimated annual tax rate as described above, the estimated tax rate on non-GAAP income may differ from the GAAP tax rate and from Tyler's actual tax liabilities.
Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP measures used by Tyler Technologies may be different from non-GAAP measures used by other companies. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which has been provided in the financial statement tables included below in this press release.
Forward-looking Statements
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical in nature and typically address future or anticipated events, trends, expectations or beliefs with respect to our financial condition, results of operations or business. Forward-looking statements often contain words such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “plans,” “intends,” “continues,” “may,” “will,” “should,” “projects,” “might,” “could” or other similar words or phrases. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. We believe there is a reasonable basis for our forward-looking statements, but they are inherently subject to risks and uncertainties and actual results could differ materially from the expectations and beliefs reflected in the forward-looking statements. We presently consider the following to be among the important factors that could cause actual results to differ materially from our expectations and beliefs: (1) the effects of the COVID-19 pandemic, including its potential effects on the economic environment, our customers and our operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic; (2) changes in the budgets or regulatory environments of our clients, primarily local and state governments, that could negatively impact information technology spending; (3) disruption to our business and harm to our competitive position resulting from cyber-attacks and security vulnerabilities; (4) our ability to protect client information from security breaches and provide uninterrupted operations of data centers; (5) our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; (6) material portions of our business require the Internet infrastructure to be adequately maintained; (7) our ability to achieve our financial forecasts due to various factors, including project delays by our clients, reductions in transaction size, fewer transactions, delays in delivery of new products or releases or a decline in our renewal rates for service agreements; (8) general economic, political and market conditions; (9) technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; (10) competition in the industry in which we conduct business and the impact of competition on pricing, client retention and pressure for new products or services; (11) the ability to attract and retain qualified personnel and dealing with the loss or retirement of key members of management or other key personnel; and (12) costs of compliance and any failure to comply with government and stock exchange regulations. These factors and other risks that affect our business are described in our filings with the Securities and Exchange Commission, including the detailed “Risk Factors” contained in our most recent annual report on Form 10-K and quarterly report on Form 10-Q. We expressly disclaim any obligation to publicly update or revise our forward-looking statements.
(Comparative results follow)
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
2021
2020
Software licenses and royalties
$
14,933
$
18,737
Subscriptions
102,479
81,723
Software services
47,640
52,133
Maintenance
119,112
114,365
Appraisal services
6,465
5,763
Hardware and other
4,173
3,820
Total revenues
294,802
276,541
Software licenses and royalties
1,236
740
Acquired software
7,964
8,027
Subscriptions, software services and maintenance
134,320
131,779
Appraisal services
4,617
4,385
Hardware and other
2,458
2,479
Total cost of revenues
150,595
147,410
Gross profit
144,207
129,131
Selling, general and administrative expenses
78,774
67,485
Research and development expense
21,813
22,361
Amortization of customer and trade name intangibles
5,412
5,392
Operating income
38,208
33,893
Other income, net
88
990
Income before income taxes
38,296
34,883
Income tax provision (benefit)
1,320
(12,667)
Net income
$
36,976
$
47,550
Earnings per common share:
Basic
$
0.91
$
1.20
Diluted
$
0.88
$
1.16
Weighted average common shares outstanding:
Basic
40,611
39,500
Diluted
42,056
41,144
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
2021
2020
Reconciliation of non-GAAP total revenues
GAAP total revenues
$
294,802
$
276,541
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
160
Add: Amortization of acquired leases
—
79
Non-GAAP total revenues
$
294,802
$
276,780
Reconciliation of non-GAAP gross profit and margin
GAAP gross profit
$
144,207
$
129,131
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
160
Add: Amortization of acquired leases
—
79
Add: Share-based compensation expense included in cost of revenues
5,000
4,252
Add: Amortization of acquired software
7,964
8,027
Non-GAAP gross profit
$
157,171
$
141,649
GAAP gross margin
48.9
%
46.7
%
Non-GAAP gross margin
53.3
%
51.2
%
Reconciliation of non-GAAP operating income and margin
GAAP operating income
$
38,208
$
33,893
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
160
Add: Amortization of acquired leases
—
79
Add: Share-based compensation expense
25,724
17,302
Add: Employer portion of payroll tax related to employee stock transactions
767
1,198
Add: Acquisition related costs
813
—
Add: COVID-19 incremental costs
—
727
Add: Amortization of acquired software
7,964
8,027
Add: Amortization of customer and trade name intangibles
5,412
5,392
Non-GAAP adjustments subtotal
40,680
32,885
Non-GAAP operating income
$
78,888
$
66,778
GAAP operating margin
13.0
%
12.3
%
Non-GAAP operating margin
26.8
%
24.1
%
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
2021
2020
Reconciliation of non-GAAP net income and earnings per share
GAAP net income
$
36,976
$
47,550
Non-GAAP adjustments:
Add: Total non-GAAP adjustments to operating income
40,680
32,885
Less: Tax impact related to non-GAAP adjustments
(17,634
)
(28,932
)
Non-GAAP net income
$
60,022
$
51,503
GAAP earnings per diluted share
$
0.88
$
1.16
Non-GAAP earnings per diluted share
$
1.43
$
1.25
Detail of share-based compensation expense
Cost of subscriptions, software services and maintenance
$
5,000
$
4,252
Selling, general and administrative expenses
20,724
13,050
Total share-based compensation expense
$
25,724
$
17,302
Reconciliation of EBITDA and adjusted EBITDA
GAAP net income
$
36,976
$
47,550
Amortization of customer and trade name intangibles
5,412
5,392
Depreciation and amortization included in
cost of revenues, SG&A and other expenses
15,029
14,549
Interest expense included in other income, net
379
152
Income tax provision (benefit)
1,320
(12,667
)
EBITDA
$
59,116
$
54,976
Write-downs of acquisition-related deferred revenue
—
160
Share-based compensation expense
25,724
17,302
Acquisition related costs
813
—
COVID-19 incremental costs
—
727
Adjusted EBITDA
$
85,653
$
73,165
Three Months Ended March 31,
2021
2020
Reconciliation of free cash flow
Net cash provided by operating activities
$
71,703
$
56,706
Less: additions to property and equipment
(6,564
)
(9,349
)
Less: capitalized software development costs
(3,476
)
(1,315
)
Free cash flow
$
61,663
$
46,042
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
March 31, 2021
December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents
$
1,250,752
$
603,623
Accounts receivable, net
330,824
382,319
Current investments and other assets
101,710
105,530
Income tax receivable
17,066
21,598
Total current assets
1,700,352
1,113,070
Accounts receivable, long-term portion
23,802
21,417
Operating lease right-of-use assets
19,192
18,734
Property and equipment, net
169,295
168,004
Other assets:
Software development costs, net
12,190
9,121
Goodwill
851,629
838,428
Other intangibles, net
308,614
322,068
Non-current investments
112,910
82,640
Other non-current assets
33,806
33,792
Total assets
$
3,231,790
$
2,607,274
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
98,908
$
97,095
Operating lease liabilities
5,913
5,904
Deferred revenue
420,535
461,278
Total current liabilities
525,356
564,277
Revolving line of credit
—
—
Convertible senior notes due 2026, net
591,483
—
Deferred revenue, long-term
83
100
Deferred income taxes
37,239
40,507
Operating lease liabilities, long-term
16,636
16,279
Shareholders' equity
2,060,993
1,986,111
Total liabilities and shareholders' equity
$
3,231,790
$
2,607,274
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended March 31,
2021
2020
Cash flows from operating activities:
Net income
$
36,976
$
47,550
Adjustments to reconcile net income to cash
provided by operations:
Depreciation and amortization
21,100
19,985
Share-based compensation expense
25,724
17,302
Operating lease right-of-use assets expense
1,546
1,457
Deferred income tax benefit
(3,267)
(2,668)
Changes in operating assets and liabilities,
exclusive of effects of acquired companies
(10,376)
(26,920)
Net cash provided by operating activities
71,703
56,706
Cash flows from investing activities:
Additions to property and equipment
(6,564)
(9,349)
Purchase of marketable security investments
(52,755)
(27,271)
Proceeds from marketable security investments
35,031
18,237
Proceeds from the sale of investment of preferred shares
—
15,000
Purchase of investment of common shares
—
(10,000)
Investment in software
(3,476)
(1,315)
Cost of acquisitions, net of cash acquired
(12,049)
(261)
Decrease (increase) in other
119
(48)
Net cash used by investing activities
(39,694)
(15,007)
Cash flows from financing activities:
Increase in net borrowings on revolving line of credit
—
—
Proceeds from issuance of convertible senior notes
600,000
—
Payment of debt issuance costs
(6,020)
—
Purchase of treasury shares
—
(15,482)
Proceeds from exercise of stock options
18,102
46,236
Payment of contingent consideration
—
(5,619)
Contributions from employee stock purchase plan
3,038
2,469
Net cash provided by financing activities
615,120
27,604
Net increase in cash and cash equivalents
647,129
69,303
Cash and cash equivalents at beginning of period
603,623
232,682
Cash and cash equivalents at end of period
$
1,250,752
$
301,985
View source version on businesswire.com: https://www.businesswire.com/news/home/20210428006048/en/
Brian K. Miller
Executive Vice President & CFO
Tyler Technologies, Inc.
972-713-3720
brian.miller@tylertech.c
On March 30, 2021 Healthtech Solutions, Inc. entered into an Agreement and Plan of Merger (the "Agreement") for the purpose of acquiring ownership of Varian Biopharmaceuticals, Inc. ("Varian"), a precision oncology company engaged in developing therapeutics for the treatment of cancer.
https://www.otcmarkets.com/filing/conv_pdf?id=14844674&guid=N4FpUHvLeDpN0th
On March 30, 2021 Healthtech Solutions, Inc. entered into an Agreement and Plan of Merger (the "Agreement") for the purpose of acquiring ownership of Varian Biopharmaceuticals, Inc. ("Varian"), a precision oncology company engaged in developing therapeutics for the treatment of cancer.
https://www.otcmarkets.com/filing/conv_pdf?id=14844674&guid=N4FpUHvLeDpN0th
HEALTHTECH SOLUTIONS, INC./UT
FORM 1-A
(Registration A Offering Under the Securities Act of 1933)
https://www.otcmarkets.com/filing/conv_pdf?id=14783182&guid=N4FpUHvLeDpN0th
I have been buying and using their masks since early last year.
The quality is excellent for us and the price, cost to ship and delivery times were also excellent.
We have bought many for Family as well.
bids of $4.99 get filled.
I got a fill on Fidelity today
2X price increase in past 6 months.
OUTSTANDING SUCCESS OF PRODWAYS IPO
ON EURONEXT PARIS € 50.7 MILLION IN FUNDS RAISED
https://www.actusnews.com/documents_communiques/ACTUS-0-48643-pr_outstanding-success-of-prodways-group_vdef.pdf
"French aircraft manufacturing company Safran, who teamed up with GE for the 3D printed LEAP engine components, also recently acquired shares in Prodways prior to the company’s public listing. Safran will look to develop new materials for use with Prodways’ additive manufacturing systems"
Follow the link for a picture of the leap fuel nozzle
https://3dprintingindustry.com/news/prodways-raises-e50-7-million-following-successful-ipo-euronext-paris-113401/
Prodways raises €50.7 million following successful IPO on Euronext Paris
French 3D printing company Prodways has reported successful listing on the Euronext Paris stock exchange.
The company, which is a subsidiary of Groupe Gorge´, announced earlier in the year that it would be launched on the stock exchange through an initial public offering (IPO).
Upon its listing, Groupe Gorge´ remains the majority shareholder with 67.38% of Prodways’ shares and price per share at the beginning of trading was €4.80. Prodways explains the shares offering was oversubscribed by nearly 6 times with the market capitalization at around €232 million on the day of listing.
Successful launch with IPO
Prodways reports it has raised €50.7 million as a result of the IPO, which included full exercise of the Extension Clause and before exercising the over-allotment option. This amount correlates to 10,570,192 shares allocated and according to Prodways, funding may raise to €66.0 million if the Over-allotment Option is exercised.
Raphaël Gorgé, Chairman and CEO at Prodways explained the company now has “the financial means to accelerate our R&D investments and business development, as well as to finance our targeted acquisitions in the 3D printing sector.” Gorgé went on to explain,
Prodways has all of the necessary attributes to continue its growth trajectory. Already uniquely positioned as an integrated European player, our ambition is now to see our Company become a global leader in industrial 3D printing.
MOVINGLight
Prodways develops several 3D printers including its unique digital light processing (DLP) technology. Known as MOVINGLight, Prodways’ DLP printers use moving UV rays to cure the printed objects. The technology has particular application for dentistry and Prodways demonstrated this at the International Dental Show (IDS) in Cologne this year.
French aircraft manufacturing company Safran, who teamed up with GE for the 3D printed LEAP engine components, also recently acquired shares in Prodways prior to the company’s public listing. Safran will look to develop new materials for use with Prodways’ additive manufacturing systems.
The 3D Printing Industry Awards are taking place this month in London and there is still time to place your votes to decide the winners.
Safrans Post on same with a bit more information on materials and processes
Safran announces technology partnership with Prodways Group, a European leader in 3D printing for industry
Paris, le 26 avril 2017
Safran and Prodways Group announced today that they are teaming up to develop additive manufacturing (3D printing) materials and processes. As part of this collaboration, Safran Corporate Ventures is taking a stake in Prodways, one of the European leaders in 3D printing for industrial and trade applications. Prodways Group offers multi-material solutions, in particular based on its MOVINGLight® technology.
A framework technology partnership agreement
The partnership agreement signed by Safran and Prodways Group concerns the development of printable materials and assembly processes for these materials with inorganic compounds, such as ceramics and metals, which can be applied to Safran's products and processes. In addition to this general contract, the companies could also sign specific contracts in areas such as casting, metallic parts made by indirect manufacturing, and high-temperature polymer powders for composites. The five-year contract is non-exclusive, and is renewable by a jointly agreed amendment.
"This agreement reflects Safran's proactive policy on additive manufacturing," noted Stéphane Cueille, Safran Executive Vice President, R&T and Innovation. "Safran is already at the cutting edge of this field, and uses 3D printing technology to make parts and subassemblies for its engines, as well as aircraft and defense equipment. Through this agreement, the two companies will be able to pool their skills to effectively transform the technology building blocks offered by Prodways into additive manufacturing processes for Safran products."
A stake in Prodways Group
Along with this agreement, Safran Corporate Ventures, in conjunction with Fimalac and BNPP, has subscribed convertible bonds prior to the stock market listing of Prodways Group on Euronext Paris, announced today. These three investors, as well as Bpifrance and Financière Arbevel, have also pledged to subscribe to Prodways' capital increase.
Prodways Group recorded sales of 25.2 million euros in 2016, with 58% of the total generated on international markets. The company works for a number of different sectors, including aerospace and healthcare, and provides an integrated package of products and services that is unrivaled in Europe (3D printing machines, composite, hybrid and powder materials, the manufacture of plastic and metal parts).
Along with this agreement, Hélène de Cointet, co-head of Safran Corporate Ventures, will join the Prodways Group Board of Directors.
Safran is a leading international high-technology group with three core businesses: Aerospace, Defence and Security (ongoing divestiture of Security business). Operating worldwide, the Group has 66,500 employees (Security included) and generated sales of 15.8 billion euros in 2016 (excluding Security). Working independently or in partnership, Safran holds world or European leadership positions in its core markets. The Group invests heavily in Research & Development to meet the requirements of changing markets, including expenditures of 1.7 billion euros in 2016 (excluding Security expenditures). Safran is listed on Euronext Paris and is part of the CAC40 index, as well as the Euro Stoxx 50 European index.
For more information : www.safran-group.com / Follow @Safran on Twitter
Safrans Post on same with a bit more information on materials and processes
Safran announces technology partnership with Prodways Group, a European leader in 3D printing for industry
Paris, le 26 avril 2017
Safran and Prodways Group announced today that they are teaming up to develop additive manufacturing (3D printing) materials and processes. As part of this collaboration, Safran Corporate Ventures is taking a stake in Prodways, one of the European leaders in 3D printing for industrial and trade applications. Prodways Group offers multi-material solutions, in particular based on its MOVINGLight® technology.
A framework technology partnership agreement
The partnership agreement signed by Safran and Prodways Group concerns the development of printable materials and assembly processes for these materials with inorganic compounds, such as ceramics and metals, which can be applied to Safran's products and processes. In addition to this general contract, the companies could also sign specific contracts in areas such as casting, metallic parts made by indirect manufacturing, and high-temperature polymer powders for composites. The five-year contract is non-exclusive, and is renewable by a jointly agreed amendment.
"This agreement reflects Safran's proactive policy on additive manufacturing," noted Stéphane Cueille, Safran Executive Vice President, R&T and Innovation. "Safran is already at the cutting edge of this field, and uses 3D printing technology to make parts and subassemblies for its engines, as well as aircraft and defense equipment. Through this agreement, the two companies will be able to pool their skills to effectively transform the technology building blocks offered by Prodways into additive manufacturing processes for Safran products."
A stake in Prodways Group
Along with this agreement, Safran Corporate Ventures, in conjunction with Fimalac and BNPP, has subscribed convertible bonds prior to the stock market listing of Prodways Group on Euronext Paris, announced today. These three investors, as well as Bpifrance and Financière Arbevel, have also pledged to subscribe to Prodways' capital increase.
Prodways Group recorded sales of 25.2 million euros in 2016, with 58% of the total generated on international markets. The company works for a number of different sectors, including aerospace and healthcare, and provides an integrated package of products and services that is unrivaled in Europe (3D printing machines, composite, hybrid and powder materials, the manufacture of plastic and metal parts).
Along with this agreement, Hélène de Cointet, co-head of Safran Corporate Ventures, will join the Prodways Group Board of Directors.
Safran is a leading international high-technology group with three core businesses: Aerospace, Defence and Security (ongoing divestiture of Security business). Operating worldwide, the Group has 66,500 employees (Security included) and generated sales of 15.8 billion euros in 2016 (excluding Security). Working independently or in partnership, Safran holds world or European leadership positions in its core markets. The Group invests heavily in Research & Development to meet the requirements of changing markets, including expenditures of 1.7 billion euros in 2016 (excluding Security expenditures). Safran is listed on Euronext Paris and is part of the CAC40 index, as well as the Euro Stoxx 50 European index.
For more information : www.safran-group.com / Follow @Safran on Twitter
Prodways, Safran partner to create inorganic 3D printing materials; Prodways IPO subscription starts tomorrow
Apr 26, 2017 | By Tess
French aircraft engineering company Safran has announced a new partnership with Prodways, the 3D printing solutions subsidiary of Gorgé Group. Together, the companies will seek to develop new and innovative 3D printing materials and processes. As part of the collaboration, Safran will also acquire a stake in Prodways.
The partnership agreement signed by both companies is a non-exclusive five-year contract which allows for new, more specific contracts to supplement the main agreement. These additional contracts can cover adjacent manufacturing areas, such as casting, indirect metal part manufacturing, and composite high-temperature polymer powders. The five-year partnership can also be renewed through a joint amendment if necessary.
According to the recently signed agreement, Safran Group and Prodways will work together to develop new 3D printing materials with inorganic compounds (such as ceramics and metals) as well as assembly processes for the new materials. Safran is reportedly hoping to integrate the specially developed additive manufacturing materials into its own products.
"This agreement reflects Safran's proactive policy on additive manufacturing," commented Stéphane Cueille, Executive Vice President, R&T and Innovation at Safran. "Safran is already at the cutting edge of this field, and uses 3D printing technology to make parts and subassemblies for its engines, as well as aircraft and defense equipment. Through this agreement, the two companies will be able to pool their skills to effectively transform the technology building blocks offered by Prodways into additive manufacturing processes for Safran products."
?
As mentioned, Safran has also acquired a stake in its new 3D printing partner, and the deal will see the co-head of Safran Corporate Ventures, Hélène de Cointet, join the Prodways Group Board of Directors. Looking at the stakes more specifically, Safran Corporate Ventures (in conjunction with Fimalac and BNPP) subscribed to convertible bonds prior to Prodways Group being listed on Euronext Paris, the French securities market.
The IPO listing, which will be official on May 12 2017, was announced earlier today by Prodways Group. According to the company, the indicative range for its share value is estimated at between EUR 3.8 and EUR 4.8 per share. The subscription period for Prodways’ IPO will launch tomorrow (April 27) and will run until May 10 inclusive.
Groupe Gorgé, Prodways’ parent company, also announced it is hoping to raise up to EUR 52.3 million through the IPO listing. Groupe Gorgé and its subsidiary ECA will benefit from priority orders.
In 2016, Prodways Group recorded sales of EUR 25.2 million, with 58% of the sales generated on through international markets. A leader in 3D printing solutions, Prodways has worked in various different sectors, including aerospace and healthcare, and has partnered with a number of companies around the globe including Nexteam, A. Schulman, Farsoon, and more.
http://www.3ders.org/articles/20170426-prodways-safran-partner-to-create-inorganic-3d-printing-materials;-prodways-ipo-subscription-starts-tomorrow.html
Prodways, Safran partner to create inorganic 3D printing materials; Prodways IPO subscription starts tomorrow
Apr 26, 2017 | By Tess
French aircraft engineering company Safran has announced a new partnership with Prodways, the 3D printing solutions subsidiary of Gorgé Group. Together, the companies will seek to develop new and innovative 3D printing materials and processes. As part of the collaboration, Safran will also acquire a stake in Prodways.
The partnership agreement signed by both companies is a non-exclusive five-year contract which allows for new, more specific contracts to supplement the main agreement. These additional contracts can cover adjacent manufacturing areas, such as casting, indirect metal part manufacturing, and composite high-temperature polymer powders. The five-year partnership can also be renewed through a joint amendment if necessary.
According to the recently signed agreement, Safran Group and Prodways will work together to develop new 3D printing materials with inorganic compounds (such as ceramics and metals) as well as assembly processes for the new materials. Safran is reportedly hoping to integrate the specially developed additive manufacturing materials into its own products.
"This agreement reflects Safran's proactive policy on additive manufacturing," commented Stéphane Cueille, Executive Vice President, R&T and Innovation at Safran. "Safran is already at the cutting edge of this field, and uses 3D printing technology to make parts and subassemblies for its engines, as well as aircraft and defense equipment. Through this agreement, the two companies will be able to pool their skills to effectively transform the technology building blocks offered by Prodways into additive manufacturing processes for Safran products."
?
As mentioned, Safran has also acquired a stake in its new 3D printing partner, and the deal will see the co-head of Safran Corporate Ventures, Hélène de Cointet, join the Prodways Group Board of Directors. Looking at the stakes more specifically, Safran Corporate Ventures (in conjunction with Fimalac and BNPP) subscribed to convertible bonds prior to Prodways Group being listed on Euronext Paris, the French securities market.
The IPO listing, which will be official on May 12 2017, was announced earlier today by Prodways Group. According to the company, the indicative range for its share value is estimated at between EUR 3.8 and EUR 4.8 per share. The subscription period for Prodways’ IPO will launch tomorrow (April 27) and will run until May 10 inclusive.
Groupe Gorgé, Prodways’ parent company, also announced it is hoping to raise up to EUR 52.3 million through the IPO listing. Groupe Gorgé and its subsidiary ECA will benefit from priority orders.
In 2016, Prodways Group recorded sales of EUR 25.2 million, with 58% of the sales generated on through international markets. A leader in 3D printing solutions, Prodways has worked in various different sectors, including aerospace and healthcare, and has partnered with a number of companies around the globe including Nexteam, A. Schulman, Farsoon, and more.
http://www.3ders.org/articles/20170426-prodways-safran-partner-to-create-inorganic-3d-printing-materials;-prodways-ipo-subscription-starts-tomorrow.html
PRODWAYS GROUP is the sole European company present at every stage of the 3D printing value chain (machines, materials, parts and services).
http://www.4-traders.com/GROUPE-GORGE-5158/news/Groupe-Gorge-Gorge-plans-to-launch-an-initial-public-offering-IPO-on-its-3D-printing-division-P-23994761/
Groupe Gorge : Gorgé plans to launch an initial public offering (IPO) on its 3D printing division, Prodways Group
Paris, March 7th 2017, 07h00
Smart Safety Systems Protection of High-Risk Installations 3D Printing About Groupe Gorgé
Groupe Gorgé is an independent group that specializes in high-tech industries. Today, the Group is active in the fields of security and protection in extreme environments, as well as in the 3D printing sector. It employs around 1,700 people, is located in eight countries and directly exports around 40% of its activity. In its more than twenty-five year history, Groupe Gorgé has always developed and driven the latest technological and industrial innovations.
Smart Safety Systems: Developing complete, innovative technological solutions for complex missions in hostile and confined environments. Protection of High-Risk Installations:
Protecting people and ensuring the active and passive protection of installations for energy markets and industrial and tertiary sectors in France. Ensuring the maintenance of these protection systems.
3D Printing:
Enabling major industry players to find new routes to successful innovation and production processes by providing systems, 3D printers and new premium material.
In 2016, the Group reported revenue of €281.2 million. It is backed by 1,700 employees and operations in over ten countries.
More information available on www.groupe-gorge.com
Groupe Gorgé is listed on Euronext Paris and on the US OTC market in the form of ADR.
Euronext Paris: Compartment B.
ISIN code: FR0000062671
Ticker code: GOE
US OTC market:
CUSIP NUMBER: 399451 103 ISIN NUMBER: US3994511034
Ticker Code: GGRGY / GGRGF
GROUPE GORGE plans to launch an initial public offering (IPO) on its 3D printing division, PRODWAYS GROUP
The IPO will raise funds to step up the expansion of the 3D printing division and take it to the second phase of growth.
GROUPE GORGE plans to launch the PRODWAYS GROUP initial public offering in 2017 on Euronext Paris, subject to market conditions. Since GROUPE GORGE intends to remain the largest long-term shareholder, the IPO would take the form of a capital increase and is expected to raise funding for PRODWAYS GROUP to accelerate its ambitious strategy of market share gains.
PRODWAYS GROUP saw its revenue climb from €0.1 million in 2013 to more than
€25 million in 2016, while its headcount rose from 1 to 248 in the same period. This vigorous growth was achieved by a strategy combining organic growth, sustained by substantial capital expenditure, and targeted acquisitions in the B2B 3D printing segment.
PRODWAYS GROUP is the sole European company present at every stage of the 3D printing value chain (machines, materials, parts and services). It has two divisions: SYSTEMS (machines and materials, €13.1 million in 2016 revenue, with 90% in the international market), and PRODUCTS (parts on request and industry applications, €12.1 million in revenue in 2016).
Backed by its significant export market (international business accounts for 58% of total revenue) and its breakthrough MOVINGLight® technology, PRODWAYS GROUP enjoys global visibility in the industrial 3D printing industry and is well positioned with top-tier clients.
Contact
Groupe Gorgé - Raphaël GORGÉ - CEO & Chairman - Tel.: +33 1 44 77 94 77 - E-mail: contact@groupe-gorge.com Finance News - Natacha MORANDI - Analysts/Investors Relations - Tel.: +33 1 53 67 36 94 - E-mail: nmorandi@actus.fr
Finance News - Jean-Michel MARMILLON - Press Relations - Tel.: +33 1 53 67 36 73 - E-mail: jmmarmillon@actus.fr
Image 7 - Lauranne Guirlinger - Press relations - Tel: +33 1 53 70 74 18 - E-mail: lguirlinger@image7.fr
The industrial 3D printing market is expected to grow 31% per year in the period 2015-2021 (CAGR1, source: Wohlers Report). Excluding major acquisitions, PRODWAYS GROUP targets until 2019 a growth at least 4 percentage points higher than the market. It aims to achieve break-even (EBITDA²) in Q4 2017, with an EBITDA² margin in the double digits by 2019.
1 CAGR: compound annual growth rate.
2 EBITDA is not a standardized accounting aggregate with a single and generally accepted definition. It may not be considered a substitute for operating income, net income, net cash provided by operating activities, or a measure of liquidity. Companies with similar or different businesses may calculate EBITDA differently. The company uses EBITDA to mean operating income before depreciation, impairment and other non-current items recognized in operating income.
Groupe Gorge-Prodways
Target revenue achieved: EUR 281.2 M, strong growth in 3D printing
https://www.euronext.com/en/cpr/target-revenue-achieved-eur-2812-m-strong-growth-3d-printing
3 D related parts "snipped"
Lastly, the 3D printing division performed well in the last quarter, with growth of 54.3% at €7.5 million, to end the year with growth of 41.6% (€25.2 million compared to €17.8 million in 2015). The Systems business (printers and materials) generated €13.1 million in revenue, up by 22.2% and the Products activity (parts sales) €12.1 million, up by 68.9% (in 2015, the Initial subsidiary was consolidated only over 9 months).
The 3D printing division yet again produced very strong growth in 2016. Prodways Group is exclusively positioned in the professional industrial 3D printing sector, used for rapid manufacturing beyond prototyping and which is the most promising market in terms of volumes and repeat orders.
The range from the 3D Printing division has broadened to address and better serve specific markets. The division continues to develop applications in the medical sector, particularly in the manufacture of 3D printed parts for this sector and more specifically for dental and chiropody applications.
In 2016, Prodways Group announced the launch of its new powder sintering machine, the ProMaker P1000. This machine is the first professional powder sintering machine sold for under €100,000. The Group hopes to fairly significantly develop sales of this new machine in 2017, for which marketing will be launched during the first half-year.
New propriety technologies for metal 3D printing machines are also being developed.
CyberOptics Advances Breakthrough Multi-Reflection Suppression (MRS) Sensor Technology to an Even Higher Resolution
Source: Business Wire
Ultra High-Resolution MRS sensor to be Unveiled at APEX
CyberOptics® Corporation (NASDAQ: CYBE), a leading global developer and manufacturer of high precision 3D sensing technology solutions, will unveil an advanced Ultra-High Resolution Multi-Reflection Suppression (MRS) sensor for the CyberOptics SQ3000™ 3D AOI system in Booth #2809 at the 2017 IPC APEX EXPO, Feb. 14-16, 2017, at the San Diego Convention Center, California.
This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20170117005596/en/
Ultra-High Resolution Multi-Reflection Suppression sensor to be Unveiled at APEX (Photo: Business Wi ...
Ultra-High Resolution Multi-Reflection Suppression sensor to be Unveiled at APEX (Photo: Business Wire)
CyberOptics has advanced the proprietary Multi-Reflection Suppression (MRS) sensor to an even finer resolution. The Ultra-High Resolution MRS sensor will be an option available for the award-winning SQ3000™ 3D Automated Optical Inspection (AOI) system. This sensor enhances the SQ3000 3D AOI platform, delivering superior inspection performance, ideally suited for the 0201 metric process and micro-electronic applications where an even greater degree of accuracy and inspection reliability is critical.
“The Ultra-High Resolution MRS sensor enables an even greater degree of accuracy that will provide our customers superior inspection performance and reliability to address the finer 0201 metric and micro-electronics applications,” said Dr. Subodh Kulkarni, President and CEO of CyberOptics. “This advancement will enable CyberOptics to further penetrate these market applications that have the most stringent requirements.”
The SQ3000™ 3D AOI system, deemed Best-in-Class, maximizes ROI and line utilization with multi-view 3D sensors that capture and transmit data simultaneously and in parallel, accelerating 3D inspection speed versus alternate technology. The proprietary MRS sensor technology with the highly sophisticated 3D fusing algorithms offers microscopic image quality at production speeds.
CyberOptics’ CyberGage360 3D Scanning and Inspection system, SE600 SPI system and QX250i AOI system will also be demonstrated at APEX.
For more information, visit www.cyberoptics.com.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high precision sensing technology solutions. CyberOptics’ sensors are used in general purpose metrology and 3D scanning, surface mount technology (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 segments. 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: market conditions in the global SMT and semiconductor capital equipment industries; increasing price competition and price pressure on our product sales, particularly our SMT 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 markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives, including CyberGage360, and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170117005596/en/
CyberOptics Corporation
Carla Furanna, 952-820-5837
www.cyberoptics.com
Stock broke through 38 today from 34 yesterday.
Something is driving this stock hard.
CYBE has been on a tear....was under $10 in 4/2016 and now trades almost $34
http://www.businesswire.com/news/home/20170117005596/en/
CyberOptics® Corporation (NASDAQ: CYBE), a leading global developer and manufacturer of high precision 3D sensing technology solutions, will unveil an advanced Ultra-High Resolution Multi-Reflection Suppression (MRS) sensor for the CyberOptics SQ3000™ 3D AOI system in Booth #2809 at the 2017 IPC APEX EXPO, Feb. 14-16, 2017, at the San Diego Convention Center, California.
“The Ultra-High Resolution MRS sensor enables an even greater degree of accuracy that will provide our customers superior inspection performance and reliability to address the finer 0201 metric and micro-electronics applications”
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CyberOptics has advanced the proprietary Multi-Reflection Suppression (MRS) sensor to an even finer resolution. The Ultra-High Resolution MRS sensor will be an option available for the award-winning SQ3000™ 3D Automated Optical Inspection (AOI) system. This sensor enhances the SQ3000 3D AOI platform, delivering superior inspection performance, ideally suited for the 0201 metric process and micro-electronic applications where an even greater degree of accuracy and inspection reliability is critical.
“The Ultra-High Resolution MRS sensor enables an even greater degree of accuracy that will provide our customers superior inspection performance and reliability to address the finer 0201 metric and micro-electronics applications,” said Dr. Subodh Kulkarni, President and CEO of CyberOptics. “This advancement will enable CyberOptics to further penetrate these market applications that have the most stringent requirements.”
The SQ3000™ 3D AOI system, deemed Best-in-Class, maximizes ROI and line utilization with multi-view 3D sensors that capture and transmit data simultaneously and in parallel, accelerating 3D inspection speed versus alternate technology. The proprietary MRS sensor technology with the highly sophisticated 3D fusing algorithms offers microscopic image quality at production speeds.
CyberOptics’ CyberGage360 3D Scanning and Inspection system, SE600 SPI system and QX250i AOI system will also be demonstrated at APEX.
For more information, visit www.cyberoptics.com.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high precision sensing technology solutions. CyberOptics’ sensors are used in general purpose metrology and 3D scanning, surface mount technology (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 segments. 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: market conditions in the global SMT and semiconductor capital equipment industries; increasing price competition and price pressure on our product sales, particularly our SMT 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 markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives, including CyberGage360, and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
Contacts
CyberOptics Corporation
Carla Furanna, 952-820-5837
www.cyberoptics.com