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Camtek Receives an $18 Million Order for Multiple Systems from a Leading Global Compound Semiconductors Manufacturer
Source: PR Newswire (US)
Demonstrates Camtek's leadership position in the compound semi market.
MIGDAL HAEMEK, Israel, Jan. 11, 2023 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced that it received a multiple systems' order from a leading global Compound Semiconductors manufacturer totaling $18 million.
Camtek logo
The order is for Camtek's latest Eagle model, equipped with cutting-edge inspection technologies and designed with advanced capabilities developed specifically for this market segment.
The Eagle systems are expected to be delivered starting from the second quarter of 2023 through early 2024.
Rafi Amit, Chief Executive Officer, commented, "This is an excellent start to 2023. The compound semiconductors market is expected to present strong growth in the coming years fueled by the automotive industry and other applications. This order demonstrates our competitive position and technology leadership in this segment."
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 statements that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on Camtek's current beliefs, expectations and assumptions about its business and industry, all of which may change. Forward-looking statements can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, including statements relating to the compound semiconductors market and our position in this market and the anticipated timing of delivery of the systems. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause our actual results to differ materially from those contained in the forward-looking statements include, but are not limited to, the impact of any new or revised export and/or import and doing-business regulations or sanctions, such as changes in U.S. trade policies; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea; the impact of the war in Ukraine, rising inflation, rising interest rates, volatile exchange rates and commodities' prices, and continuing or new effects as a result of the COVID-19 pandemic; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages and other supply chain challenges; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers' operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchases of our products; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Camtek does not assume any obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release unless required by law.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
CLS HOLDINGS USA, INC.
FORM 10-Q
(Quarterly Report)
Filed 01/12/23 for the Period Ending 11/30/22
https://www.otcmarkets.com/filing/conv_pdf?id=16312539&guid=f2s-kamb8rvDdth
Newtek Business Services Corp. Completes Acquisition of National Bank of New York City
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (NASDAQ: NEWT) (“Newtek”) announced that on January 6, 2023, it completed its acquisition of the National Bank of New York City (“NBNYC”), a 59-year-old national bank regulated and supervised by the Office of the Comptroller of the Currency, and converted to a financial holding company. NBNYC has been renamed Newtek Bank, National Association™ (“Newtek Bank, N.A.”) and has become a wholly owned subsidiary of the Company. In addition, Newtek has filed with the Securities and Exchange Commission its notification of withdrawal of election to be subject to the Investment Company Act of 1940, and has ceased to be a business development company as of January 6, 2023. Within the next two weeks, Newtek will change its name from Newtek Business Services Corp. to NewtekOne, Inc.® and will retain its trading symbol (Nasdaq: NEWT). Additionally, in the coming weeks, Newtek will finalize its rebranding initiative, and will relaunch its redesigned corporate website. The Company intends to host conference calls in the coming weeks to discuss these initiatives and financial and operational targets in greater detail.
Barry Sloane, President, Chairman and CEO commented, “We are beyond thrilled to be announcing this momentous and much-anticipated occasion for Newtek, which we believe will benefit the Company’s growth in a significant way, in contrast to the limiting structure of operating as a BDC. Under our new financial holding company structure, we plan to capitalize on our long-standing business model, better serve our independent-business-owner clientele and enhance shareholder value in the marketplace as the One Solution for All of Your Business Needs®. NewtekOne® will position itself as a business solutions company offering a multitude of solutions to its clientele to enable them to become incrementally more successful and, as the parent of Newtek Bank, N.A., also offering our clientele depository services and solutions. As NewtekOne®, we plan to offer banking as a service and banking on demand, providing a unique offering to our independent business owner clientele who will be able to access their depository functions and money movement capabilities any time they need, as well as develop an invaluable partnership with NewtekOne® through which they can cultivate business relationships, as well as access advice, consultation, analytics and transactional capability. In addition, as NewtekOne® we believe we will be able to increase our ability to finance our growth, lower our cost of capital and retain earnings in contrast to our former structure as a business development company.”
Mr. Sloane continued, “We firmly believe that our ability to deliver superior products as a financial holding company and bank, as well as satisfy our client’s needs, will be materially enhanced, helping us improve the business prospects of independent business owners through our technology-enabled bank in a significant way. We plan to leverage NewtekOne’s patented technologies, including NewTracker® and The Newtek Advantage™ (patent pending). NewTracker®, our proprietary web-based referral system, enables us to cost effectively and remotely acquire customers through strategic alliance partnerships without the traditional use of branches, brokers, or business development officers. Furthermore, we believe The Newtek Advantage™ will allow us to offer our future banking clientele the relationships, analytics, software, and transactional capability that other banks simply do not offer. The Newtek Advantage™ will also allow Newtek clients to easily interact with six unique Newtek subject matter experts in the areas of banking, lending, payment processing, technology, payroll and insurance. These relationship managers will advise and consult with each client on their individual needs, and will be available via video conference, telephone, and email. We believe the Newtek Advantage™ through choice of an a la carte solution set and the ability to margin pool will enable us to grow core retail deposits and provide a tremendous advantage to our existing and new clients. In fact, we will evaluate licensing NewTracker®, the Newtek Advantage™ and other Newtek technologies that have been developed across all product lines to other financial institutions under their brand on a white-label basis. Newtek plans to provide a demonstration of the Newtek Advantage™, in conjunction with its rebranding strategy, during a conference call on Wednesday, January 18, 2023 at 8:30 am ET.”
Mr. Sloane concluded, “While we are proud of all we accomplished as a BDC, we believe converting to a financial holding company and owning a nationally chartered bank better fits the market landscape, both financially and operationally, for our clients and can provide increased opportunities for the Company to grow. With all the above-mentioned reasons, we believe this new structure can accelerate the Company’s future growth, enhance shareholder value and total return, and enable us to stand apart with our unique model and state-of-the-art technology. We look forward to continuing to capture the plethora of opportunities offered by the 32.5 million small businesses in the U.S, on a much larger scale in our new structure.”
Newtek Business Services Corp., Your Business Solutions Company®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its subsidiaries’ business and financial solutions include: banking (Newtek Bank, N.A.), Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek®, NewtekOne®, Newtek Bank, National AssociationTM, Your Business Solutions Company® and One Solution for All Your Business Needs® are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, our ability to operate a bank and as a financial holding company, projections concerning or considering the pending Transaction, the timing of our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
Primary Logo
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
National Asset Recovery Corporation
A Nevada Corporation
50 West Liberty Street, Suite 880 Reno, NV 89501
SIC:1041
Quarterly Report
For the Period Ending: 09/30/22
(the “Reporting Period”)
https://www.otcmarkets.com/otcapi/company/financial-report/351075/content
https://www.otcmarkets.com/filing/html?id=16302923&guid=DWl-kn5GrJ2Pdth#ex991_htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2023
______________
HEALTHTECH SOLUTIONS, INC./UT
(Exact name of registrant as specified in its charter)
______________
Utah 0-51012 84-2528660
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
181 Dante Avenue, Tuckahoe, New York 10707
(Address of Principal Executive Office) (Zip Code)
844-926-3399
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
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ITEM 7.01 REGULATION FD DISCLOSURE
On January 6, 2023, the President of Healthtech Solutions issued his annual letter to the shareholders and employees of Healthtech Solutions. A copy of the letter is furnished as Exhibit 99.1 to this current report.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing by Healthtech Solutions under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1
Annual Letter to Shareholders dated January 6, 2023.
104 Cover page interactive data file (embedded within the iXBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Healthtech Solutions, Inc.
Date: January 6, 2023
By:
/s/ Manuel E. Iglesias
Manuel E. Iglesias, President
2
HEALTHTECH SOLUTIONS, INC.
181 Dante Avenue
Tuckahoe, New York 10707
Annual letter to our shareholders and employees
Greetings:
As the new year emerges, I am using this occasion to reflect on the progress made by your company (“HLTT”) during 2022 and the prospects that we see for 2023. We ended 2021 as a medical technology incubator with only a series of scanning technologies, all of which were a distance from potential revenue. We ended 2022 with multiple profit centers already generating substantial revenue or poised to do so.
Our growth during 2022 can be understood as expansion in three integrated vectors: expansion of technology, expansion of skills, expansion of markets. I will summarize our principal accomplishments in each.
Technology: Acquisition of Wound Care IP.
In January 2022, HLTT acquired the assets of a Utah-based biomedical company related to production of wound care treatments. These assets included an FDA licensed manufacturing facility with equipment, intellectual property, including patents, related to wound care, and a skilled management team. The team included the Laboratory Director, the Chief Laboratory Officer, the Senior Vice President of Quality and Regulatory, and the Chief Medical Officer of the manufacturing lab facility.
In the Spring of 2022, we completed the licensing of our initial wound care product line and appointed World Reach Health, LLC (“WRH”), an experienced distributor of biomedical products (more on WRH below), to develop a market for our wound care products. That market produced its first sales in September 2022, and we reported net revenue of $776,221 for that month. We have recorded increased wound care revenue for each month in the fourth quarter of 2022, and we expect wound care revenue to continue to grow during 2023.
Skills: Acquisition of World Reach Health.
Our relationship with World Reach Health grew throughout 2022, as we saw the potential for mutual benefit to HLTT and to WRH from an enhanced relationship. Jelena Olmstead and Jim Pesoli, the owners and principals of WRH, each worked closely with HLTT management to build the HLTT wound care business. They were also instrumental in establishing our new CLIA lab (see below).
In December 2022, the growth of the relationship culminated in the execution of a binding contract under which HLTT will acquire 51% of the membership interest in World Reach Holdings, the parent company of World Reach Health (WRH). The closing will occur in January 2023. WRH is a distributor of biomedical products and medical devices. It sells directly to medical professionals and also has established a nationwide network of sub-distributors.
1
The acquisition will provide HLTT assurance of access to markets for the products and services that its subsidiaries develop. Of equal significance, the acquisition will bring into HLTT management the skills and experience provided by Jelena Olmstead and Jim Pesoli. At the closing of the World Reach Holdings transaction, Jelena will become the CEO and Jim the Senior Vice President of HLTT.
Jelena Olmstead. With over 20 years of experience in distribution of medical products and services, Jelena has familiarity with all continuums of care: Acute, LTC, Home Health, Hospice and Wound Care Clinics. Jelena was intimately involved in developing of annual sales strategies and plans, developing Wound Care processes, establishing best practices, and launching many emerging products into the market, while managing national sales and operations teams. Prior to organizing World Reach Health, Jelena served as Director of Business Development for NuMotion, which specialized in medical devices for mobility needs. Jelena was personally involved in the distribution of more than $1.5 billion worth of goods annually over the course of her career. Prior to joining NuMotion, Jelena was the Business Development Director and Key Account Manager for Invacare and for Joerns, both global healthcare manufacturers and distributors of DME and medical devices. Jelena was involved in a multitude of M&As throughout her career.
Jim Pesoli. Jim’s 15 years of experience as a healthcare-services executive and transactional attorney commenced when he began negotiating international manufacturing and distribution agreements for a variety of commodities and/or intellectual property rights. Later, he founded and eventually sold, Sonic Cleaning Services, which provided housekeeping and laundry services to nursing homes, assisted living facilities and healthcare institutions throughout the Midwest. Throughout his career, Jim has maintained close relationships with the distributors and manufacturers he represented or worked with. Additionally, as an entrepreneur, Jim has raised over $100 million in venture capital for a myriad of enterprises. Within World Reach Health, Jim has been instrumental in identifying and establishing strategic partnerships and brokering long-term purchasing agreements with product suppliers and purchasers around the globe.
WRH has ongoing contracts to distribute a number of products. These include Endurakit, a non-opiate surgical block for which WRH is one of four national distributors. WRH is the exclusive distributor for MY GEL, which is a neuropathy pain gel. WRH is also an approved distributor for some of the leading COVID-19 diagnostic tests, along with other diagnostic products, which are manufactured by AccessBio and Phase Scientific. WRH is a distributor of the Postday One-Step emergency contraceptive, and WRH is also an authorized distributor of Better Air, which provides organic probiotic air purification solutions. In this fashion, we expect WRH to provide a gateway to market for the products developed by HLTT subsidiaries as well as a source of additions to HLTT’s product list.
2
Markets: Organization of The Clia Lab.
Our current business plan points towards integration of complementary product and service lines, with the goal of maximizing the potential market for products and services developed by our subsidiaries. For example, WRH is well-established as a distributor in the rapid-testing market, which includes testing for Flu, Covid and Mersa. To optimize the opportunities presented by WRH’s presence in that market, the logical next step was to organize our own lab.
In the second half of 2022, therefore, we established an FDA-licensed CLIA laboratory, appropriately named “The CLIA Lab.” This facility is housed at the University of Utah technology campus in Salt Lake City.
The CLIA Lab is licensed to perform the Flu, Covid and Mersa tests that WRH has to date sold for other labs. It is also licensed to perform bacteria testing, providing a new revenue stream for WRH as well as a market advantage for HLTT’s wound care products. We expect to offer bundle packages to our wound care providers, which will include both the clinical test required prior to a wound care treatment as well as the wound care allograft that HLTT manufactures.
The View Forward
The acquisition of WRH later this month will provide HLTT a soup-to-nuts integration of the facilities required to develop biotechnical products and bring them to market. The only external input necessary for significant growth will be funding. Towards that end, management is in discussions with several broker-dealers with a view toward one or more of them sponsoring the uplist of HLTT’s shares to the NYSE American or NASDAQ. We plan to initiate the uplist process, soon after we file our 10-K Annual Report for 2022.
In sum, management expects 2023 to be HLTT‘s breakout year. We thank you for the support and dedication you have shown the company since 2020. We pledge to work tirelessly to assure that your confidence will be well rewarded.
Sincerely,
Manuel E Iglesias, President
Healthtech Solutions, Inc.
January 6, 2023
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines The Metal Arts Company, Inc.
420 Lexington Avenue, Suite 300, New York, NY 10170 (212) 479-2580
SIC Code: 3999
Annual Report
For the Period Ending: June 30, 2022
https://www.otcmarkets.com/otcapi/company/financial-report/348607/content
CASTELLUM, INC.
FORM 10-Q
(Quarterly Report)
Filed 11/14/22 for the Period Ending 09/30/22
https://www.otcmarkets.com/filing/conv_pdf?id=16194686&guid=bSl-kqOqQls2dth
AIR TRANSPORT SERVICES GROUP, INC.
FORM 10-Q
(Quarterly Report)
Filed 11/09/22 for the Period Ending 09/30/22
https://www.otcmarkets.com/filing/conv_pdf?id=16186325&guid=bSl-kqOqQls2dth
Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 001-36515
Materialise NV
Technologielaan 15
3001 Leuven
Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ? Form 40-F ?
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ?
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ?
This Form 6-K is incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-213649).
Third Quarter 2022 Financial Results
Except as otherwise required by the context, references to “Materialise,” “Company,” “we,” “us” and “our” are to Materialise NV and its subsidiaries.
Third Quarter 2022 Results
Total revenue for the third quarter of 2022 increased 11.7% to 58,288 kEUR from 52,195 kEUR for the third quarter of 2021.
Revenue from our Materialise Software segment increased 3.8% to 10,863 kEUR for the third quarter of 2022 from 10,468 kEUR for the same quarter last year.
Revenue from our Materialise Medical segment increased 13.1% to 21,391 kEUR for the third quarter of 2022 compared to 18,910 kEUR for the same period in 2021.
Revenue from our Materialise Manufacturing segment increased 14.1% to 26,033 kEUR for the third quarter of 2022 from 22,817 kEUR for the third quarter of 2021.
Gross profit was 32,042 kEUR compared to 31,076 kEUR for the same period last year, while gross profit as a percentage of revenue decreased to 55.0% compared to 59.5% for the third quarter of 2021.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 24.5% to 33,491 kEUR for the third quarter of 2022 from 26,900 kEUR for the third quarter of 2021.
Net other operating income increased to 1,166 kEUR from 355 kEUR for the third quarter of 2021.
Operating result amounted to (282) kEUR compared to 4,529 kEUR for the third quarter of 2021.
Net financial result was 2,173 kEUR compared to 4,203 kEUR for the third quarter of 2021.
The third quarter of 2022 contained income tax expenses of (478) kEUR, compared to (75) kEUR in the third quarter of 2021.
As a result of the above, net profit for the third quarter of 2022 was 1,413 kEUR, compared to 8,657 kEUR for the same period in 2021. Total comprehensive income for the third quarter of 2022, which includes exchange differences on translation of foreign operations, was 1,638 kEUR compared to 8,272 kEUR for the 2021 period.
At September 30, 2022, we had cash and cash equivalents of 150,621 kEUR compared to 196,028 kEUR at December 31, 2021. Gross debt amounted to 83,925 kEUR, compared to 99,107 kEUR at December 31, 2021. As a result, our net cash position (cash and cash equivalents less gross debt) was 66,696 kEUR, a decrease of 30,225 kEUR, and included the effect of our call option exercise to acquire 100% of the shares of Link3D, and of our acquisition of Identify3D.
Cash flow from operating activities for the third quarter of the year 2022 was 3,840 kEUR compared to 4,388 kEUR for the same period in 2021. Total capital expenditures for the third quarter of 2022 amounted to 9,441 kEUR.
Net shareholders’ equity at September 30, 2022 was 236,559 kEUR compared to 232,577 kEUR at December 31, 2021.
Adjusted EBITDA amounted to 5,072 kEUR for the third quarter of 2022 compared to 9,739 kEUR for the 2021 period. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the third quarter of 2022 was 8.7%, compared to 18.7% for the third quarter of 2021.
Adjusted EBITDA from our Materialise Software segment decreased, including the effect of ongoing investments in Link3D and Identify3D, to 202 kEUR from 3,708 kEUR while the segment EBITDA margin (segment EBITDA divided by segment revenue) was 1.9% compared to 35.4% for the prior-year period.
Adjusted EBITDA from our Materialise Medical segment amounted to 4,765 kEUR for the third quarter of 2022 compared to 5,251 kEUR while the segment EBITDA margin was 22.3% compared to 27.8% for the third quarter of 2021.
Adjusted EBITDA from our Materialise Manufacturing segment amounted to 2,530 kEUR compared to 3,546 kEUR for the same period last year, while the segment EBITDA margin was 9.7% compared to 15.5% for the third quarter of 2021.
Non-IFRS Measures
Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of profit or loss in a joint venture and depreciation and amortization. Adjusted EBITDA is determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBITDA. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of long-term investment and financing decisions, rather than the performance of the company’s day-to-day operations. As compared to net profit, these measures are limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business, or the charges associated with impairments. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided by operating activities. The company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The company’s presentation of EBITDA and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.
Exchange Rate
This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD 0.9748, the reference rate of the European Central Bank on September 30, 2022.
About Materialise
Materialise incorporates 30 years of 3D printing experience into a range of software solutions and 3D printing services, which form the backbone of the 3D printing industry. Materialise’s open and flexible solutions enable players in a wide variety of industries, including healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines one of the largest groups of software developers in the industry with one of the largest 3D printing facilities in the world.
Consolidated income statements (Unaudited)
for the three months ended
September 30, for the nine months ended
September 30,
In ‘000 2022 2022 2021(*) 2022 2021(*)
U.S.$ € € € €
Revenue
56,819 58,288 52,195 169,319 148,461
Cost of Sales
(25,584 ) (26,245 ) (21,119 ) (76,236 ) (64,378 )
Gross Profit
31,235 32,042 31,076 93,083 84,084
Gross profit as % of revenue
55.0 % 55.0 % 59.5 % 55.0 % 56.6 %
Research and development expenses
(9,078 ) (9,313 ) (6,602 ) (26,074 ) (19,982 )
Sales and marketing expenses
(14,815 ) (15,198 ) (12,413 ) (44,841 ) (35,730 )
General and administrative expenses
(8,754 ) (8,980 ) (7,885 ) (26,089 ) (23,449 )
Net other operating income (expenses)
1,137 1,166 355 2,603 2,318
Operating (loss) profit
(275 ) (282 ) 4,529 (1,318 ) 7,239
Financial expenses
(2,057 ) (2,110 ) 2,334 (4,671 ) (3,182 )
Financial income
4,175 4,283 1,869 9,800 4,426
Share in loss of joint venture
— — — — —
(Loss) profit before taxes
1,843 1,891 8,732 3,812 8,483
Income Taxes (*)
(466 ) (478 ) (75 ) (1,377 ) (101 )
Net (loss) profit for the period (*)
1,377 1,413 8,657 2,435 8,382
Net (loss) profit attributable to:
—
The owners of the parent
1,385 1,421 8,660 2,457 8,386
Non-controlling interest
(8 ) (8 ) (3 ) (21 ) (4 )
Earning per share attributable to owners of the parent
Basic (*)
0.02 0.02 0.15 0.04 0.15
Diluted (*)
0.02 0.02 0.15 0.04 0.15
Weighted average basic shares outstanding
59,064 59,064 58,731 59,064 55,935
Weighted average diluted shares outstanding
59,089 59,089 58,944 59,099 56,206
(*)
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the nine months ended September 30 income taxes and net profit is (46)k€.
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the three months ended September 30 income taxes and net profit is 5 k€.
Consolidated statements of comprehensive income (Unaudited)
for the three months ended
September 30, for the nine months ended
September 30,
In 000€ 2022 2022 2021(*) 2022 2021(*)
U.S.$ € € € €
Net profit (loss) for the period (*)
1,377 1,413 8,657 2,435 8,382
Other comprehensive income
Recycling
Exchange difference on translation of foreign operations
219 225 (385 ) 1,291 1,590
Non-recycling
Fair value adjustments through OCI - Equity instruments
— — — (0 ) 48
Other comprehensive income (loss), net of taxes
219 225 (385 ) 1,291 1,638
Total comprehensive income (loss) for the year, net of taxes
1,596 1,638 8,272 3,726 10,020
Total comprehensive income (loss) attributable to:
The owners of the parent
1,604 1,646 8,275 3,748 10,023
Non-controlling interests
(8 ) (8 ) (3 ) (21 ) (3 )
(*)
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the nine months ended September 30 income taxes and net profit is (46)k€.
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the three months ended September 30 income taxes and net profit is 5 k€.
Consolidated statement of financial position (Unaudited)
As of
September 30, As of
December 31,
In 000€ 2022 2021
Assets
Non-current assets
Goodwill
50,190 18,726
Intangible assets
38,710 31,668
Property, plant & equipment
92,335 84,451
Right-of-Use assets
8,520 9,054
Investments in joint ventures
— —
Deferred tax assets
217 227
Investments in convertible loans
3,431 3,560
Investments in non-listed equity instruments
399 399
Other non-current assets
4,948 7,520
Total non-current assets
198,750 155,605
Current assets
Inventories
15,532 11,295
Trade receivables
42,329 41,541
Other current assets
8,374 8,940
Cash and cash equivalents
150,621 196,028
Total current assets
216,856 257,803
Total assets
415,606 413,408
As of
September 30, As of
December 31,
In 000€ 2022 2021
Equity and liabilities
Equity
Share capital
4,487 4,489
Share premium
233,869 233,872
Retained earnings and other reserves
(1,797 ) (5,784 )
Equity attributable to the owners of the parent
236,559 232,577
Non-controlling interest
(21 ) 1
Total equity
236,538 232,578
Non-current liabilities
Loans & borrowings
58,126 72,637
Lease liabilities
5,004 5,268
Deferred tax liabilities
4,239 4,371
Deferred income
6,932 4,952
Other non-current liabilities
1,027 2,168
Total non-current liabilities
75,328 89,396
Current liabilities
Loans & borrowings
17,593 17,849
Lease liabilities
3,202 3,353
Trade payables
25,038 20,171
Tax payables
1,128 783
Deferred income
36,112 33,306
Other current liabilities
20,667 15,972
Total current liabilities
103,740 91,434
Total equity and liabilities
415,606 413,408
Consolidated statement of cash flows (Unaudited)
for the nine months ended
September 30,
In 000€ 2022 2021*
Operating activities
Net (loss) profit for the period (*)
2,435 8,382
Non-cash and operational adjustments
Depreciation of property plant & equipment
11,335 11,460
Amortization of intangible assets
4,859 3,780
Impairment of goodwill and intangible assets
— —
Share-based payment expense
(121 ) (878 )
Loss (gain) on disposal of property, plant & equipment
59 43
Movement in provisions
(506 ) 7
Movement reserve for bad debt and slow moving inventory
(42 ) 154
Financial income
(9,771 ) (4,426 )
Financial expense
5,009 3,182
Impact of foreign currencies
98 107
Share in loss (gain) of a joint venture (equity method)
— —
(Deferred) income taxes (*)
1,384 101
Other non-current liabilities
— —
Working capital adjustments
9,109 (4,531 )
Decrease (increase) in trade receivables and other receivables
(184 ) (7,553 )
Decrease (increase) in inventories and contracts in progress
(4,356 ) (1,770 )
Increase (decrease) in deferred revenue
3,815 (56 )
Increase (decrease) in trade payables and other payables
9,834 4,848
Income tax paid & Interest received
(262 ) 108
Net cash flow from operating activities
23,587 17,490
(*)
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on Net profit for the period and on (Deferred) income taxes is (46) k€.
for the nine months ended
September 30,
In 000€ 2022 2021
Investing activities
Purchase of property, plant & equipment
(16,066 ) (4,827 )
Purchase of intangible assets
(3,422 ) (2,439 )
Proceeds from the sale of property, plant & equipment & intangible assets (net)
319 295
Acquisition of subsidiary (net of cash)
(29,355 ) —
(Convertible) Loans granted
— 1,239
Investment in subsidiary, net of cash acquired
— (1,680 )
Net cash flow used in investing activities
(48,523 ) (7,412 )
Financing activities
Repayment of loans & borrowings
(15,182 ) (11,169 )
Repayment of leases
(2,566 ) (2,841 )
Capital increase
— 85,787
Interest paid
(1,665 ) (1,652 )
Other financial income (expense)
1,378 2,740
Net cash flow from (used in) financing activities
(18,035 ) 72,865
Net increase/(decrease) of cash & cash equivalents
(42,972 ) 82,943
Cash & Cash equivalents at the beginning of the year
196,028 111,538
Exchange rate differences on cash & cash equivalents
(2,433 ) 465
Cash & cash equivalents at end of the period
150,621 194,946
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
for the three months ended
September 30, for the nine months ended
September 30,
In 000€ 2022 2021 (*) 2022 2021 (*)
Net profit (loss) for the period (*)
1,413 8,657 2,435 8,382
Income taxes (*)
478 75 1,377 101
Financial expenses
2,110 (2,334 ) 4,671 3,182
Financial income
(4,283 ) (1,869 ) (9,800 ) (4,426 )
Depreciation and amortization
5,378 5,314 16,194 15,240
Share in loss of joint venture
— — — —
EBITDA
5,096 9,843 14,876 22,480
Share-based compensation expense (1)
(24 ) (104 ) (121 ) (878 )
Acquisition-related expenses of business combinations (2)
— — — 405
Adjusted EBITDA
5,072 9,739 14,755 22,007
(1)
Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.
(2)
Acquisition-related expenses of business combinations represents expenses incurred in connection with the acquisition of our option to buy Link3D.
(*)
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the nine months ended September 30 income taxes and net profit is (46)k€.
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the three months ended September 30 income taxes and net profit is 5 k€.
Segment P&L (Unaudited)
In 000€ Materialise
Software Materialise
Medical Materialise
Manufacturing Total
segments Unallocated (1) Consolidated
For the three months ended September 30, 2022
Revenues
10,863 21,391 26,033 58,288 0 58,288
Segment (adj) EBITDA
202 4,765 2,530 7,497 (2,425 ) 5,072
Segment (adj) EBITDA %
1.9 % 22.3 % 9.7 % 12.9 % 8.7 %
For the three months ended September 30, 2021
Revenues
10,468 18,910 22,817 52,196 (0 ) 52,195
Segment (adj) EBITDA
3,708 5,251 3,546 12,506 (2,767 ) 9,739
Segment (adj) EBITDA %
35.4 % 27.8 % 15.5 % 24.0 % 18.7 %
In 000€ Materialise
Software Materialise
Medical Materialise
Manufacturing Total
segments Unallocated (1) Consolidated
For the nine months ended September 30, 2022
Revenues
31,989 60,592 76,739 169,319 0 169,319
Segment (adj) EBITDA
2,955 12,466 6,722 22,144 (7,388 ) 14,755
Segment (adj) EBITDA %
9.2 % 20.6 % 8.8 % 13.1 % 8.7 %
For the nine months ended September 30, 2021
Revenues
30,719 52,686 65,199 148,604 (142 ) 148,461
Segment (adj) EBITDA
10,266 14,313 5,252 29,831 (7,826 ) 22,004
Segment (adj) EBITDA %
33.4 % 27.2 % 8.1 % 20.1 % 14.8 %
(1)
Unallocated segment adjusted EBITDA consists of corporate research and development and corporate other operating income (expense), and the added share-based compensation expenses, acquisition related expenses of business combinations, impairments and fair value of business combinations that are included in Adjusted EBITDA.
Reconciliation of Net Profit (Loss) to Segment adjusted EBITDA (Unaudited)
for the three months ended
September 30, for the nine months ended
September 30,
In 000€ 2022 2021 (*) 2022 2021 (*)
Net profit (loss) for the period (*)
1,413 8,657 2,435 8,382
Income taxes (*)
478 75 1,377 101
Financial cost
2,110 (2,334 ) 4,671 3,182
Financial income
(4,283 ) (1,869 ) (9,800 ) (4,426 )
Share in loss of joint venture
— — — —
Operating (loss) profit
(282 ) 4,529 (1,318 ) 7,239
Depreciation and amortization
5,378 5,314 16,194 15,240
Corporate research and development
592 710 2,057 2,191
Corporate headquarter costs
2,491 2,463 7,103 6,907
Other operating income (expense)
(681 ) (511 ) (1,892 ) (1,745 )
Segment adjusted EBITDA
7,497 12,506 22,144 29,831
(*)
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the nine months ended September 30 income taxes and net profit is (46)k€.
The year 2021 has been restated to reflect the final accounting of the business combination with RS Print. Impact on the three months ended September 30 income taxes and net profit is 5 k€.
SIGNATURE
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.
MATERIALISE NV
By:
/s/ Wilfried Vancraen
Name: Wilfried Vancraen
Title: Chief Executive Officer
Date: October 27, 2022
Materialise Reports Third Quarter 2022 Results
Source: Business Wire
Materialise NV (NASDAQ:MTLS), a leading provider of additive manufacturing and medical software and of sophisticated 3D printing services, today announced its financial results for the third quarter ended September 30, 2022.
Highlights – Third Quarter 2022
Total revenue increased 11.7% to 58,288 kEUR compared to 52,195 kEUR for the third quarter of 2021.
Total deferred revenue from annual software sales and maintenance fees increased by 3,214 kEUR to 38,359 kEUR compared to December 31, 2021.
Adjusted EBITDA was 5,072 kEUR, compared to 9,739 kEUR for the 2021 period.
Net profit for the third quarter of 2022 was 1,413 kEUR, or 0.02 EUR per diluted share, compared to 8,657 kEUR, or 0.15 EUR per diluted share, for the 2021 period.
Executive Chairman Peter Leys commented, “Demand for the products and solutions of each of our three segments remained solid even in these uncertain macro-economic times. Materialise’s revenue increased by almost 12% compared to the same period last year and our deferred revenue from annual software sales and maintenance fees increased by almost 10% compared to December 31, 2021. As a result of our continued investment in our growth businesses, but also because of inflation and, in particular our increased labor costs, our Adjusted EBITDA for the quarter was 5,072 kEUR compared to 9,739 kEUR for the third quarter of 2021. Our results included operational investments in Identify3D, a developer of AM cloud security systems that we acquired on September 1, 2022.”
Third Quarter 2022 Results
Total revenue for the third quarter of 2022 increased 11.7% to 58,288 kEUR from 52,195 kEUR for the third quarter of 2021. Adjusted EBITDA amounted to 5,072 kEUR for the third quarter of 2022 compared to 9,739 kEUR for the 2021 period. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the third quarter of 2022 was 8.7%, compared to 18.7% for the third quarter of 2021.
Revenue from our Materialise Software segment increased 3.8% to 10,863 kEUR for the third quarter of 2022 from 10,468 kEUR for the same quarter last year. Segment EBITDA decreased, including the effect of ongoing investments in Link3D and Identify3D, to 202 kEUR from 3,708 kEUR while the segment EBITDA margin was 1.9% compared to 35.4% for the prior-year period.
Revenue from our Materialise Medical segment increased 13.1% to 21,391 kEUR for the third quarter of 2022 compared to 18,910 kEUR for the same period in 2021. Segment EBITDA amounted to 4,765 kEUR for the third quarter of 2022 compared to 5,251 kEUR while the segment EBITDA margin was 22.3% compared to 27.8% for the third quarter of 2021.
Revenue from our Materialise Manufacturing segment increased 14.1% to 26,033 kEUR for the third quarter of 2022 from 22,817 kEUR for the third quarter of 2021. Segment EBITDA amounted to 2,530 kEUR compared to 3,546 kEUR for the same period last year, while the segment EBITDA margin was 9.7% compared to 15.5% for the third quarter of 2021.
Gross profit was 32,042 kEUR compared to 31,076 kEUR for the same period last year, while gross profit as a percentage of revenue decreased to 55.0% compared to 59.5% for the third quarter of 2021.
Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 24.5% to 33,491 kEUR for the third quarter of 2022 from 26,900 kEUR for the third quarter of 2021.
Net other operating income increased to 1,166 kEUR from 355 kEUR for the third quarter of 2021.
Operating result amounted to (282) kEUR compared to 4,529 kEUR for the third quarter of 2021.
Net financial result was 2,173 kEUR compared to 4,203 kEUR for the third quarter of 2021.
The third quarter of 2022 contained income tax expenses of (478) kEUR, compared to (75) kEUR in the third quarter of 2021.
As a result of the above, net profit for the third quarter of 2022 was 1,413 kEUR, compared to 8,657 kEUR for the same period in 2021. Total comprehensive income for the third quarter of 2022, which includes exchange differences on translation of foreign operations, was 1,638 kEUR compared to 8,272 kEUR for the 2021 period.
At September 30, 2022, we had cash and cash equivalents of 150,621 kEUR compared to 196,028 kEUR at December 31, 2021. Gross debt amounted to 83,925 kEUR, compared to 99,107 kEUR at December 31, 2021. As a result, our net cash position (cash and cash equivalents less gross debt) was 66,696 kEUR, a decrease of 30,225 kEUR, and included the effect of our call option exercise to acquire 100% of the shares of Link3D, and of our acquisition of Identify3D.
Cash flow from operating activities for the third quarter of the year 2022 was 3,840 kEUR compared to 4,388 kEUR for the same period in 2021. Total capital expenditures for the third quarter of 2022 amounted to 9,441 kEUR.
Net shareholders’ equity at September 30, 2022 was 236,559 kEUR compared to 232,577 kEUR at December 31, 2021.
2022 Guidance
Mr. Leys concluded, “The revenue growth posted by each of our segments during the first nine months of this year strengthens our confidence that our full year 2022 revenues will be at least 10% higher than in 2021. While inflation and pressure on the labor market, which are higher and more persistent than we expected at the beginning of 2022, weigh on our results, we continue to make prudent investments in select growth businesses. As a result, we continue to expect that our consolidated EBITDA for the full year 2022 will be in the range of 20 mEUR to 25 mEUR.”
Non-IFRS Measures
Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of profit or loss in a joint venture and depreciation and amortization. Adjusted EBITDA is determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBITDA. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of long-term investment and financing decisions, rather than the performance of the company’s day-to-day operations. As compared to net profit, these measures are limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business, or the charges associated with impairments. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided by operating activities. The company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The company’s presentation of EBITDA and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.
Exchange Rate
This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD 0.9748, the reference rate of the European Central Bank on September 30, 2022.
Conference Call and Webcast
Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the third quarter of 2022 on Thursday, October 27, 2022, at 8:30 a.m. ET/2:30 p.m. CET. Company participants on the call will include Wilfried Vancraen, Founder and Chief Executive Officer; Peter Leys, Executive Chairman; and Johan Albrecht, Chief Financial Officer. A question-and-answer session will follow management’s remarks.
To access the conference call by phone, please click the link below at least 15 minutes prior to the scheduled start time and you will be provided with dial-in details. Participants can choose to dial in or to receive a call to connect to Materialise’s conference call.
https://register.vevent.com/register/BI66dc4a1f45c744f2ad3d85501fc27140
The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed on the company’s website at http://investors.materialise.com. A webcast of the conference call will be archived on the company's website for one year.
About Materialise
Materialise incorporates 30 years of 3D printing experience into a range of software solutions and 3D printing services, which form the backbone of the 3D printing industry. Materialise’s open and flexible solutions enable players in a wide variety of industries, including healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines one of the largest groups of software developers in the industry with one of the largest 3D printing facilities in the world. For additional information, please visit: www.materialise.com.
Plenty of Form 4’s
https://www.otcmarkets.com/stock/CTM/disclosure
https://www.otcmarkets.com/stock/CTM/quote
https://www.otcmarkets.com/stock/CTM/security
OPEN
1.18
DAILY RANGE
1.04 - 1.22
VOLUME
115,999
DIVIDEND
N/A
PREV CLOSE
1.17
52WK RANGE
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AVERAGE VOL (30D)
299,700
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New ticker is CTM
Castellum, Inc. Provides Shareholders and Prospective Shareholders a Year-End Update
Source: GlobeNewswire Inc.
Consistent with its requirements under Regulation FD, Castellum, Inc. (NYSE-American: CTM) provides the following information from CEO Mark Fuller for its shareholders, prospective shareholders, and other stakeholders.
Dear Fellow Shareholders:
As we approach the end of 2022, I would like to update you on recent developments at Castellum and provide a roadmap for 2023.
Let me start by thanking you for your support of CTM as a shareholder. The Board, management team, and I are all excited by the progress Castellum has made in the 3 ½ years that we have been running the company and are very mindful of the collective fiduciary duty we owe to you as shareholders of our company. We are proud to have taken a public company from zero revenue to a $44.4 million run rate (as of last quarter) and from operating losses to a recurring cash operating profit. We did that by acquiring six businesses which help defend our country by serving the Department of Defense (including Army, Navy, SOCOM, and soon, with our recently announced new contract win, the Air Force) as well as other parts of the United States government.
We focus on the digital battlefield in cyberspace: cybersecurity, software engineering, data analytics, electronic warfare, and information warfare, among other things. This digital battlefield is active every day with cyberattacks from our adversaries around the globe. We hire top talent to support our mission of helping to protect Americans’ liberty and way of life. Many of us in the company are veterans. I attended West Point and then served for several years in Europe and Asia. Our COO, Glen Ives, attended Annapolis and then flew Navy helicopters. Our board has three prominent former general officers: Patricia Frost, Bernie Champoux, and John Campbell. Each of them served with distinction. We are proud of what we do and how we do it.
2023 looks like it will be another record year for Castellum. We plan to close our recently announced $10 million pending acquisition in the first quarter of the year, once we complete our legal and financial due diligence and a 1-year audit of the acquisition consistent with our accounting obligations under PCAOB rules. We have ongoing conversations with other, larger opportunities as well. We have multiple organic growth opportunities available if Congress can move from continuing resolution mode and pass a budget, which, as of this date, looks possible this week. Our stated, aggressive, short-term goal is to double our company’s size in 2023 and more than double our recurring cash operating profit while keeping debt and share issuance to a minimum so that our per share metrics (revenue per share, recurring cash operating profit per share) increase. Our ten-year goal is to build a $1 billion company which becomes a leader in the digital battlefield space.
While our operations have had a very strong 2022, and we believe will have an excellent 2023, our stock price has not. As the second largest shareholder of our company, I am not happy about this fact. Over the past 90 days, we have seen our stock fall from over $4 per share (split adjusted) to under $1, a more than 75% drop. Although we recovered above the $1 per share level (back almost to $1.90), we recently dropped below that level again. Especially surprising has been the decrease in price from our underwritten public offering price of $2 per share. We had felt that the $2 level, which was ratified by over 40 investors in our $3 million offering and was not inconsistent with companies that we consider comparable to Castellum, was setting a reasonable price that would serve as the basis for trading on the NYSE-American. In fact, since the offering, we have not yet traded at that level.
So, what are we doing to help the stock price? First, we are continuing to focus on improving and growing our operations. In the medium to long term, company performance drives stock performance. Therefore, the best thing we can do is grow the revenue and operating profit of the company and we focus on that every day. Second, I and other member of the senior team, have made open market purchases of CTM. We believe that current prices are below not just our $2 offering price from October but other measures of reasonable value for a company with our growth rate. Third, I have engaged an Investor Relations firm and have had numerous meetings with stockbrokers - and continue to schedule additional meetings every week. These meetings are with stockbrokers, retail investors, and others who purchase our stock if they hear, understand, and like the Castellum story. The success in this approach was evidenced by our stock recently moving as high as $1.89 per share on good volume. Fourth, I am working on finalizing an employee stock purchase plan for our Castellum employees to be able to purchase CTM stock. Finally, we are beginning a program to reach out to you and our other shareholders to increase information flow and make sure that you have good visibility into your company. The good news is that just a small increase in buying for our stock could cause our stock price to reverse its recent drop and move back higher. Given the significant volume of trading since our offering on October 13, we believe that anyone who wanted to sell has had their chance to sell.
Now it is time for us as shareholders to reassert control of our destiny as a company. I welcome your support and encourage you to follow my example by buying a bigger stake in CTM. Working together we will have a bigger, stronger, more valuable company.
Thank you for your support and warm regards for a Happy Holiday Season,
Mark Fuller, President & CEO
About Castellum, Inc.:
Castellum, Inc. (NYSE-American: CTM)?is a defense-oriented technology company which is executing strategic acquisitions in the cyber security, information technology and software, information warfare, and electronic warfare and engineering services space - http://castellumus.com/.
Forward-Looking Statements:?
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters disclosed at www.otcmarkets.com. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements.
Contact:
Mark Fuller, CEO
info@castellumus.com
301-961-4895
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/6a5031f9-beea-43b7-a358-c6e89f1ff209
New ticker is CTM
Castellum Announces That It Is One Of The Winners Of The $900 Million Air Force Architecture And Integration Directorate Multiple Award Indefinite Delivery/Indefinite Quantity Contract (AFLCMC/XA) (MAC IDIQ)
Source: GlobeNewswire Inc.
Castellum, Inc. (NYSE-American: CTM) is pleased to announce that it is one of the winners of the Architecture and Integration Directorate Multiple Award Indefinite Delivery/Indefinite Quantity Contract (AFLCMC/XA) (MAC IDIQ) contract. Castellum’s award is through our subsidiary Specialty Systems, Inc. (SSI). This multiple award IDIQ prime contract has a ceiling of $900,000,000 and a 10-year period of performance and is with the Department of the Air Force, Air Force Materiel Command, Air Force Life Cycle Management Center, Architecture, and Integration Directorate.
As an awardee on this IDIQ contract, SSI can compete for task orders up to the $900,000,000 ceiling, for the development of innovative approaches that bring multi-domain systems capabilities, the characterization of new technologies and systems through studies, recurrent demonstration, and rapid development to enable rapid prototyping, and test and capability transition. The location of work performance will be determined at the contract delivery order level and is expected to be completed by December 2032. These awards are the result of full and open competition, and 94 responses were received. Fiscal 2022 operations and maintenance funds in the amount of $1,000 will be initially awarded to each contractor. Air Force Life Cycle Management, Wright Patterson AFB, Ohio, is the contracting activity.
“This is an important prime contract award as it will permit us to take the capabilities that we have provided for years to the Army and Navy into the Air Force,” said Mark Fuller, President and CEO of Castellum. “With a 10-year period of performance we will be focusing resources and efforts on this contract vehicle to provide the Air Force with a variety of services to meet their mission needs while growing and diversifying the customer base of Castellum.”
About Castellum, Inc.:
Castellum, Inc. (NYSE-American: CTM)?is a defense-oriented technology company which is executing strategic acquisitions in the cyber security, information technology and software, information warfare, and electronic warfare and engineering services space - http://castellumus.com/.
Forward-Looking Statements:?
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters disclosed at www.otcmarkets.com. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements. Specifically, for this IDIQ contract award, Castellum will not be generating $900 million of business as it is not the only awardee of the contract vehicle.
Contact:
Mark Fuller, CEO
info@castellumus.com
301-961-4895
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0c97f9cf-500c-44a4-a56d-3373b8d3cfd6
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Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2022
______________
HEALTHTECH SOLUTIONS, INC./UT
(Exact name of registrant as specified in its charter)
______________
Utah 0-51012 84-2528660
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
181 Dante Avenue, Tuckahoe, New York 10707
(Address of Principal Executive Office) (Zip Code)
844-926-3399
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 21, 2022 Healthtech Solutions, Inc. (“HLTT”) and its subsidiaries, Healthtech Wound Care, Inc. (“HWC”), The Clia Lab, LLC (“TCL”), Cellsure L3C and Healthtech Management Services, Inc., entered into an Equity Exchange Agreement with World Reach Holdings, LLC (“WR Holdings”) and its affiliates, World Reach Health, LLC (“WRH”), World Reach Med, LLC (“WR Med”), Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead (“Olmstead”) and James Pesoli (“Pesoli”). The Equity Exchange Agreement provides that, at a Closing to occur on or prior to January 27, 2022, HLTT will issue to the members of WR Holdings 23,715,673 shares of HLTT common stock and warrants to purchase 1,700,000 shares of HLTT common stock for $.25 per share, and will issue to WR Med, an affiliate of WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for $.25 per share. In exchange for that HLTT equity, the members of WR Holdings will assign to HLTT fifty-one percent (51%) of the membership interest in WR Holdings and will enter into an amended operating agreement for WR Holdings with HLTT. WR Holdings is a holding company that owns all of the membership interest in WRH. WRH is engaged in the business of distributing healthcare-related products and services, and has served as the primary distributor for wound care products manufactured by or on behalf of HWC since August 2022. Olmstead and Pesoli are the principal managers of WR Holdings and WRH.
The Equity Exchange Agreement further provides that, on the Closing Date, the number of members of the HLTT Board of Directors will be increased to four, and that Pesoli will be appointed to serve as a member of the HLTT Board. In addition, on that date, HLTT will enter into Executive Employment Agreements with the following individuals:
Executive Position with HLTT Position with HLTT Subsidiary
Jelena Olmstead Chief Executive Officer --
Manuel E. Iglesias President Chief Financial Officer of WR Holdings and WRH
James Pesoli Senior Vice President Chief Executive Officer of WRH
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Equity Exchange Agreement dated December 21, 2022 among Healthtech Solutions, Inc., Healthtech Wound Care, Inc., The Clia Lab, LLC, Cellsure L3C, Healthtech Management Services, Inc., World Reach Health, LLC, World Reach Med, LLC, World Reach Holdings, LLC, Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead and James Pesoli.
104 Cover page interactive data file (embedded within the iXBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Healthtech Solutions, Inc.
Date: December 22, 2022
By:
/s/ Manuel E. Iglesias
Manuel E. Iglesias, President
HPQ Silicon Gen3 PUREVAP™ QRR Pilot Plant: First Process Improvement Test Produces Silicon (Si)
Source: GlobeNewswire Inc.
HPQ Silicon Inc. (“HPQ” or the “Company”) (TSX-V: HPQ) (OTCQX: HPQFF) (FRA: O08), an innovative silicon solutions and technology development company, would like to update shareholders on an important milestone reached by the GEN3 PUREVAPTM Quartz Reduction Reactor (QRR) (“GEN3 QRR”) during the first process improvement test (using the “Pilot Plant”).
Technology provider PyroGenesis Canada Inc. (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY), has informed HPQ that the first process improvement test produced Silicon (Si) material. Thus, confirming that the GEN3 QRR can generate the carbothermic reaction needed to produce Silicon.
"We are now in the ongoing process of continuous improvements of the testing program,” said Mr. Bernard Tourillon, President and CEO of HPQ Silicon Inc. “Our unique and proprietary advanced technology prototype, the GEN3 QRR Pilot Plant, will undergo multiple tests to repeat and, we expect, surpass the results attained with the GEN2 QRR."
RIGOROUS TESTING APPROACH CONTINUES TO DELIVER RESULTS AND VALIDATE SCALABILITY
This first successful process improvement test is the most significant of the program to date, given that it was a 2,500 times scale-up from the GEN2 PUREVAPTM QRR. During the test, quartz material was successfully converted into Silicon (Si), a process that validates that the GEN3 QRR, like its much smaller capacity predecessor, the GEN2 PUREVAPTM QRR, can also produce Silicon (Si) material.
REACTOR BEING INSPECTED AND PREPARED FOR NEXT PROCESS IMPROVEMENT TEST
All important components of the Pilot Plant reactor are being inspected and critical wear and tear data collected. Once the inspection is complete, and all systems are given a “pass”, the Pilot Plant will then, again, be prepared for the next series of tests.
About PyroGenesis Canada Inc.
PyroGenesis Canada Inc., a high-tech company, is a leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented, and advanced plasma technologies that are being vetted and adopted by multiple multibillion dollar industry leaders in three massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 R&D and manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. For more information, please visit: www.pyrogenesis.com
About HPQ Silicon
HPQ Silicon Inc. (TSX-V: HPQ), is a Quebec-based innovative silicon solutions company that offers silica (SiO2) and silicon (Si) based solutions and is developing a unique portfolio of high value-added silicon (Si) products sought after by battery and electric vehicle manufacturers, among other industries. On July 21, 2022, HPQ started trading as a Tier 1 Industrial Issuer on the TSX Venture Exchange.
Silicon (Si), also known as silicon metal, is one of today’s key strategic materials needed for the decarbonization of the economy and the Renewable Energy Revolution (“RER”). However, silicon does not exist in its pure state and must be extracted from quartz (SiO2) in what has historically been a capital and energy-intensive process.
HPQ is the only company bringing to market a new process for manufacturing Silicon that is perfectly suited to the new demands and realities of today’s Silicon market. With ESG principles playing an active role in materials sourcing and with recent geopolitical unrest emphasizing the need for stable trade partners and supply security, global corporations are becoming more aware of the difficulties in securing the ESG-compliant Silicon needed to meet their renewable energy agenda.
The reality of chronic underinvestment in new technologies combined with the offshoring of Silicon production capacity, is creating massive opportunities for HPQ and the processes it is developing with PyroGenesis Canada Inc.(TSX: PYR) (NASDAQ: PYR):
the PUREVAPTM “Quartz Reduction Reactors” (QRR), an innovative process (patent granted in the United States and pending in other jurisdictions), which will permit the one-step transformation of quartz (SiO2) into high purity silicon (Si) at reduced costs, energy input, and carbon footprint that will propagate its considerable renewable energy potential.
Through its 100% owned subsidiary, HPQ NANO Silicon Powders Inc., the PUREVAPTM Nano Silicon Reactor (NSiR) is a new proprietary process that can use material produced by the QRR as feedstock, to make a wide range of nano/micro spherical powders and nanowires of different sizes.
Through its second 100% owned subsidiary, HPQ Silica POLVERE Inc., HPQ is developing a new plasma-based process that allows a direct Quartz to Fumed silica transformation, removing the usage of hazardous chemicals in the making of Fumed silica and eliminating the Hydrogen Chloride Gas (HCI) associated with its manufacturing.
HPQ is also a technology development company interested in developing hydrogen-based ventures, that could be complementary to the QRR efforts. Currently, HPQ is working with Novacium developing processes for making hydrogen via hydrolysis of silicon and other materials.
For more information, please visit HPQ Silicon web site.
Disclaimers:
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "in the process" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company's ongoing filings with the security’s regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This News Release is available on the company's CEO Verified Discussion Forum, a moderated social media platform that enables civilized discussion and Q&A between Management and Shareholders.
Source: HPQ Silicon Inc.
For further information contact:
Bernard J. Tourillon, Chairman, President, and CEO Tel +1 (514) 907-1011
Patrick Levasseur, Special Advisor to the CEO Tel: +1 (514) 262-9239
Email: Info@hpqsilicon.com
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PyroGenesis Ranks 7th on Deloitte Canada’s Prestigious Clean Technology list as part of the 2022 Technology Fast 50™ Awards
Source: GlobeNewswire Inc.
PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY), a TSX30® high-tech company (hereinafter referred to as the “Company” or “PyroGenesis”), that designs, develops, manufactures and commercializes advanced plasma processes and sustainable solutions which are geared to reduce greenhouse gases (GHG), is pleased to announce today that, in recognizing the Company’s commitment to innovation as well as its exceptional revenue growth, Deloitte has named PyroGenesis to both its Technology Fast 50™ and Fast 500™ rankings lists. As such, in recognition of being one of Canada’s top clean tech innovators providing processes, goods, or services that reduce environmental impact, Deloitte has ranked PyroGenesis 7th on its Clean Technology list as part of the Technology Fast 50™ award. In addition, PyroGenesis has also been ranked 275th on this year’s Deloitte Technology Fast 500™; a ranking of the 500 fastest growing technology, media, telecommunications, life sciences, fintech, and/or energy tech companies in North America.
Eligibility in the Clean Technology category requires applicants to meet the same criteria as for Technology Fast 50 nominees except they must have a minimum revenue of $50,000 in 2018 and $5 million in 2021. The winning companies are ranked by their revenue-growth percentage over that period. The majority of the companies’ revenues must come from products or services that have a positive environmental impact in the following areas: carbon emissions reduction potential, resource circulation (reduce, reuse, and recycle), or environmental preservation and safety.
PyroGenesis ranked 7th, with a 518% in revenue growth from 2018 to 2021, on this prestigious list.
The Technology Fast 50™ list runs alongside the broader Deloitte North American Technology Fast 500™ list, with Fast 50™ winners automatically eligible for this elite ranking.
“We are honored to be included in this year's Deloitte North America rankings, but most importantly, very proud to be amongst the Canadian winners on Deloitte's Technology Fast 50™ list in the cleantech space, just months after being recognized and ranked ninth by the Toronto Stock Exchange as a top-performing company on the Toronto Stock Exchange's 2022 TSX30 list,” said Mr. P. Peter Pascali, CEO and Chairman of the Board of PyroGenesis. “Over the past several years, we have transitioned from proving the capabilities of our technologies to commercial applications of the same, by strategically and successfully positioning ourselves to address the most pressing environmental and energy issues. PyroGenesis' offerings continue to attract the interest from large multinational entities and, as such, is seen as a provider of robust environmental technology solutions for heavy industry. These solutions help companies achieve their carbon reduction goals as they transition to a net zero world through a variety of means which include, but are not limited to, fuel switching and metal production optimization offerings. It is an incredible honor to be part of such a distinguished list of companies as a Canadian innovator contributing to a more sustainable and environmentally resilient future. On behalf of the Board of Directors and the Company, I would like to thank Deloitte Canada for this recognition as we pledge to continue our commitment to becoming a leading global provider of GHG emission reduction solutions.”
“These outstanding companies are amongst the elite of Canada’s clean technology sector, developing and bringing to market innovations that create a more resilient and sustainable future for the environment,” stated Anders McKenzie, partner and national leader for the Technology Fast 50 program at Deloitte Canada. “With ever-increasing business opportunities to reduce our carbon footprint, make energy efficiency gains, and accelerate the deployment of renewable energy sources, these winners distinguish themselves in a highly promising and dynamic space. They represent a cohort of innovators who are contributing to the environment and helping to create a sustainable business and technology landscape in Canada.”
This year marks 25 years since the establishment of Deloitte’s Technology Fast 50 award program in Canada.
About the Deloitte Technology Fast 50™ program
The Deloitte Technology Fast 50 program is Canada’s pre-eminent technology awards program. Celebrating its 25th anniversary, the program recognizes business growth, innovation, and entrepreneurship in four distinct categories: Technology Fast 50 ranking, Enterprise Fast 15, Clean Technology, and Companies-to-Watch. The program also recognizes companies within the North American Technology Fast 500 ranking, identifying thriving technology companies in the United States and Canada. The 2022 program sponsors include Deloitte, RBC, Osler, EDC, CBRE, Vector Institute, Council of Canadian Innovators (CCI), Clarity Recruitment, Lafond, and TMX. For further information, visit www.fast50.ca.
About PyroGenesis Canada Inc.
PyroGenesis Canada Inc., a high-tech company, is a leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by multiple multibillion dollar industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. For more information, please visit: www.pyrogenesis.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "in the process" and other similar expressions which constitute "forward- looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com, or at www.sec.gov. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward- looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws. Neither the Toronto Stock Exchange, its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) nor the NASDAQ Stock Market, LLC accepts responsibility for the adequacy or accuracy of this press release.
For further information please contact:
Rodayna Kafal, Vice President, IR/Comms. and Strategic BD
Phone: (514) 937-0002, E-mail: ir@pyrogenesis.com
RELATED LINK: http://www.pyrogenesis.com/
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Ollie’s Bargain Outlet Holdings, Inc. Reports Third Quarter Fiscal 2022 Financial Results
Source: GlobeNewswire Inc.
Ollie’s Bargain Outlet Holdings, Inc. (NASDAQ: OLLI) (the “Company”) today reported financial results for the third quarter ended October 29, 2022.
Third Quarter Summary:
Total net sales increased 9.0% to $418.1 million.
Comparable store sales increased 1.9%.
The Company opened 15 new stores and closed one store, ending the quarter with 463 stores in 29 states, a year-over-year increase in store count of 8.7%.
Operating income decreased 2.3% to $29.5 million and operating margin decreased 80 basis points to 7.1%.
Net income was $23.1 million, or $0.37 per diluted share, as compared with $23.2 million, or $0.36 per diluted share, in the prior year.
Adjusted net income(1) was $23.0 million, or $0.37 per diluted share, as compared with prior year adjusted net income of $22.0 million, or $0.34 per diluted share.
Adjusted EBITDA(1) increased 4.1% to $39.5 million and adjusted EBITDA margin(1) decreased 50 basis points to 9.4%.
John Swygert, President and Chief Executive Officer, stated, “During the quarter, we delivered a significant improvement in our gross profit margin rate compared to our first half performance. Our results reflect another positive comparable store sales report with a 1.9% increase over last year. While we are pleased with the underlying sales trends, we did experience a softness in sales the last two weeks of October, which impacted our overall results for the quarter.”
“Although we have seen an improvement in sales trends since October, we are operating in a highly promotional and inflationary environment. Despite these challenging times, we are going to control what we can control, staying laser focused on running a great business. We are built for this and believe we are well positioned to deliver great deals to our customers and drive long-term shareholder value,” Mr. Swygert concluded.
(1) As used throughout this release, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA and adjusted EBITDA margin are not measures recognized under U.S. generally accepted accounting principles (“GAAP”). Please see the accompanying financial tables which reconcile GAAP to these non-GAAP measures.
Third Quarter Results
Net sales increased 9.0% to $418.1 million in the third quarter of fiscal 2022 as compared with net sales of $383.5 million in the third quarter of fiscal 2021. The increase in net sales was the result of a comparable store sales increase of 1.9% in addition to new store unit growth.
Gross profit increased 7.9% to $164.7 million in the third quarter of fiscal 2022 from $152.6 million in the third quarter of fiscal 2021. Gross margin decreased 40 basis points to 39.4% in the third quarter of fiscal 2022 from 39.8% in the third quarter of fiscal 2021. The decrease in gross margin in the third quarter of fiscal 2022 is primarily related to increased supply chain costs and a slight decrease in the merchandise margin.
Selling, general, and administrative expenses increased 9.4% to $124.8 million in the third quarter of fiscal 2022 from $114.0 million in the third quarter of fiscal 2021, primarily driven by an increased number of stores and higher selling costs. As a percentage of net sales, SG&A increased 20 basis points to 29.9% in the third quarter of fiscal 2022 from 29.7% in the third quarter of fiscal 2021. The increase was primarily related to deleveraging on fixed expenses primarily due to higher selling costs, partially offset by continued tight expense controls.
Pre-opening expenses for new stores increased to $4.5 million in the third quarter of fiscal 2022 from $3.3 million in the third quarter of fiscal 2021 due to the timing of new stores. As a percentage of net sales, pre-opening expenses increased 20 basis points to 1.1% in the third quarter of fiscal 2022 from 0.9% in the third quarter of fiscal 2021.
Operating income decreased 2.3% to $29.5 million in the third quarter of fiscal 2022 from $30.2 million in the third quarter of fiscal 2021. Operating margin decreased 80 basis points to 7.1% in the third quarter of fiscal 2022 from 7.9% in the third quarter of fiscal 2021 primarily due to the decrease in gross margin due to higher supply chain costs, a slightly lower merchandise margin, and higher selling costs as noted above.
Net income decreased 0.4% to $23.1 million, or $0.37 per diluted share, in the third quarter of fiscal 2022 compared with net income of $23.2 million, or $0.36 per diluted share, in the third quarter of fiscal 2021. Adjusted net income(1), which excludes excess tax benefits related to stock based compensation, increased 4.6% to $23.0 million, or $0.37 per diluted share, in the third quarter of fiscal 2022 from $22.0 million, or $0.34 per diluted share, in the third quarter of fiscal 2021.
Adjusted EBITDA(1) increased 4.1% to $39.5 million in the third quarter of fiscal 2022 from $37.9 million in the third quarter of fiscal 2021. Adjusted EBITDA margin(1) decreased 50 basis points to 9.4% in the third quarter of fiscal 2022 from 9.9% in the third quarter of fiscal 2021. Adjusted EBITDA excludes non-cash stock-based compensation expense and gives effect to gains from insurance settlements.
Balance Sheet and Cash Flow Highlights
The Company's cash and cash equivalents balance as of the end of the third quarter of fiscal 2022 was $182.1 million compared with $229.7 million as of the end of the third quarter of fiscal 2021. The Company had no borrowings outstanding under its $100 million revolving credit facility and $92.7 million of availability under the facility as of the end of the third quarter of fiscal 2022. The Company ended the period with total borrowings, consisting solely of finance lease obligations, of $1.5 million as of the end of the third quarter of fiscal 2022.
Inventories as of the end of the third quarter of fiscal 2022 increased 11.0% to $523.7 million compared with $471.8 million as of the end of the third quarter of fiscal 2021, with the change attributable to increased number of stores, the timing of merchandise receipts, and increased supply chain costs.
Capital expenditures in the third quarter of fiscal 2022 totaled $15.2 million compared with $11.9 million in the third quarter of fiscal 2021.
During the third quarter of fiscal 2022, the Company invested $20.0 million of cash to repurchase 364,320 shares of its common stock. As of the end of the third quarter, the Company had $150.0 million remaining under our share repurchase authorization.
Fiscal 2022 Outlook
The Company estimates the following:
For full-year fiscal 2022 updated to reflect its third quarter results, now estimating the following:
Total net sales of $1.817 billion to $1.827 billion;
Comparable store sales ranging from -3.8% to -3.3%;
The opening of 40 new stores, less two relocations and one closure;
Gross margin of approximately 36.1% to 36.2%
Operating income of $129.5 million to $133.5 million;
Adjusted net income(2) of $98.8 million to $101.8 million and adjusted net income per diluted share(2) of $1.57 to $1.62, both of which exclude excess tax benefits related to stock-based compensation;
An effective tax rate of 24.0%, which excludes excess tax benefits related to stock-based compensation;
Diluted weighted average shares outstanding of 63.0 million; and
Capital expenditures in the range of $55 million, primarily for new stores, the expansion of the Company’s York, PA distribution center, costs related to our fourth distribution center, store-level initiatives, and IT projects.
For the fourth quarter of fiscal 2022:
Total net sales of $540.0 million to $550.0 million;
Comparable store sales ranging from flat to 2.0%;
Gross margin of approximately 38.2% to 38.4%;
Operating income of $66.0 million to $70.0 million; and
Adjusted net income(2) of $49.0 million to $52.0 million and adjusted net income per diluted share(2) of $0.78 to $0.83, both of which exclude excess tax benefits related to stock-based compensation.
(2) The guidance ranges as provided for adjusted net income and adjusted net income per diluted share exclude the excess tax benefits related to stock-based compensation as the Company cannot predict such estimates without unreasonable effort.
Conference Call Information
A conference call to discuss third quarter fiscal 2022 financial results is scheduled for today, December 7, 2022, at 8:30 a.m. Eastern Time. To access the live conference call, please pre-register here. Registrants will receive a confirmation with dial-in instructions. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investors.ollies.us/. The replay of the conference call webcast will be available at the investor relations website for one year.
About Ollie’s
We are a highly differentiated and fast growing, extreme value retailer of brand name merchandise at drastically reduced prices. We are known for our assortment of merchandise offered as Good Stuff Cheap®. We offer name brand products, Real Brands! Real Bargains!®, in every department, including housewares, food, books and stationery, bed and bath, floor coverings, toys, health and beauty aids and other categories. We currently operate 467 stores in 29 states throughout half of the United States. For more information, visit www.ollies.us.
Forward-Looking Statements1
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections, the outlook for the Company’s future business, prospects, financial performance, including our fiscal 2022 business outlook or financial guidance, and industry outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, capital market conditions, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including, but not limited to, supply chain challenges, legislation, national trade policy, and the following: our failure to adequately procure and manage our inventory, anticipate consumer demand or achieve favorable product margins; changes in consumer confidence and spending; risks associated with our status as a “brick and mortar” only retailer; risks associated with intense competition; our failure to open new profitable stores, or successfully enter new markets, on a timely basis or at all; the risks associated with doing business with international manufacturers and suppliers including, but not limited to, potential increases in tariffs on imported goods; outbreak of viruses, global health epidemics, pandemics, or widespread illness, including the continued impact of COVID-19 and continuing or renewed regulatory responses thereto; our inability to operate our stores due to civil unrest and related protests or disturbances; our failure to properly hire and to retain key personnel and other qualified personnel; changes in market levels of wages; risks associated with cybersecurity events and the timely and effective deployment, protection and defense of computer networks and other electronic systems, including email; our inability to obtain favorable lease terms for our properties; the failure to timely acquire, develop and open, the loss of, or disruption or interruption in the operations of, our centralized distribution centers; fluctuations in comparable store sales and results of operations, including on a quarterly basis; risks associated with our lack of operations in the growing online retail marketplace; risks associated with litigation, the expense of defense, and potential for adverse outcomes; our inability to successfully develop or implement our marketing, advertising and promotional efforts; the seasonal nature of our business; risks associated with natural disasters, whether or not caused by climate change; changes in government regulations, procedures and requirements; and our ability to service indebtedness and to comply with our financial covenants together with each of the other factors set forth under the heading “Risk Factors” in our filings with the United States Securities and Exchange Commission (“SEC”). Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Ollie’s undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.
Investor Contact:
Lyn Walther
ICR
646-200-8887
Lyn.Walther@icrinc.com
Media Contact:
Tom Kuypers
Senior Vice President – Marketing & Advertising
717-657-2300
tkuypers@ollies.us
Ollie’s Bargain Outlet Holdings, Inc.
Condensed Consolidated Statements of Income
(In thousands except for per share amounts)
(Unaudited)
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Condensed consolidated statements of income data:
Net sales $ 418,072 $ 383,487 $ 1,277,220 $ 1,251,860
Cost of sales 253,396 230,927 827,609 753,655
Gross profit 164,676 152,560 449,611 498,205
Selling, general and administrative expenses 124,810 114,048 359,549 328,537
Depreciation and amortization expenses 5,872 4,956 16,698 14,109
Pre-opening expenses 4,462 3,343 10,142 8,419
Operating income 29,532 30,213 63,222 147,140
Interest (income) expense, net (866 ) 70 (880 ) 111
Income before income taxes 30,398 30,143 64,102 147,029
Income tax expense 7,316 6,958 14,400 34,301
Net income $ 23,082 $ 23,185 $ 49,702 $ 112,728
Earnings per common share:
Basic $ 0.37 $ 0.36 $ 0.79 $ 1.74
Diluted $ 0.37 $ 0.36 $ 0.79 $ 1.72
Weighted average common shares outstanding:
Basic 62,507 63,915 62,603 64,909
Diluted 62,751 64,298 62,810 65,414
Percentage of net sales (1):
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 60.6 60.2 64.8 60.2
Gross profit 39.4 39.8 35.2 39.8
Selling, general and administrative expenses 29.9 29.7 28.2 26.2
Depreciation and amortization expenses 1.4 1.3 1.3 1.1
Pre-opening expenses 1.1 0.9 0.8 0.7
Operating income 7.1 7.9 4.9 11.8
Interest (income) expense, net (0.2 ) 0.0 (0.1 ) 0.0
Income before income taxes 7.3 7.9 5.0 11.7
Income tax expense 1.7 1.8 1.1 2.7
Net income 5.5 % 6.0 % 3.9 % 9.0 %
(1) Components may not add to totals due to rounding.
Ollie’s Bargain Outlet Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
October 29, October 30,
Assets 2022 2021
Current assets:
Cash and cash equivalents $ 182,104 $ 229,726
Inventories 523,728 471,800
Accounts receivable 1,363 603
Prepaid expenses and other current assets 7,157 10,386
Total current assets 714,352 712,515
Property and equipment, net 170,133 146,675
Operating lease right-of-use assets 447,922 409,665
Goodwill 444,850 444,850
Trade name 230,559 230,559
Other assets 2,152 2,299
Total assets $ 2,009,968 $ 1,946,563
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ 445 $ 353
Accounts payable 83,210 121,893
Current portion of operating lease liabilities 81,589 73,837
Accrued expenses and other current liabilities 86,949 78,513
Total current liabilities 252,193 274,596
Revolving credit facility - -
Long-term debt 1,006 724
Deferred income taxes 65,418 66,416
Long-term portion of operating lease liabilities 373,228 344,344
Other long-term liabilities 1 3
Total liabilities 691,846 686,083
Stockholders’ equity:
Common stock 67 66
Additional paid-in capital 674,958 661,787
Retained earnings 933,424 838,995
Treasury - common stock (290,327 ) (240,368 )
Total stockholders’ equity 1,318,122 1,260,480
Total liabilities and stockholders’ equity $ 2,009,968 $ 1,946,563
Ollie’s Bargain Outlet Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Net cash (used in) provided by operating activities $ (2,976 ) $ (39,155 ) $ 979 $ 2,691
Net cash used in investing activities (15,123 ) (11,766 ) (38,626 ) (26,513 )
Net cash used in financing activities (17,840 ) (163,615 ) (27,226 ) (193,578 )
Net decrease in cash and cash equivalents (35,939 ) (214,536 ) (64,873 ) (217,400 )
Cash and cash equivalents at beginning of period 218,043 444,262 246,977 447,126
Cash and cash equivalents at end of period $ 182,104 $ 229,726 $ 182,104 $ 229,726
Ollie’s Bargain Outlet Holdings, Inc.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Financial Measures
(Dollars in thousands)
(Unaudited)
The Company reports its financial results in accordance with GAAP. We have included the non-GAAP measures of adjusted operating income, adjusted operating income margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted share in this press release as these are key measures used by our management and our board of directors to evaluate our operating performance and the effectiveness of our business strategies, make budgeting decisions, and evaluate compensation decisions. Management believes it is useful to investors and analysts to evaluate these non-GAAP measures on the same basis as management uses to evaluate the Company’s operating results. We believe that excluding items that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude from net income and net income per diluted share, enhances the comparability of our results and provides a better baseline for analyzing trends in our business.
The tables below reconcile the most directly comparable GAAP measure to non-GAAP financial measures: operating income to adjusted operating income, net income to adjusted net income, net income per diluted share to adjusted net income per diluted share, and net income to EBITDA and adjusted EBITDA.
Adjusted net income and adjusted net income per diluted share exclude excess tax benefits related to stock-based compensation, which may not occur with the same frequency or magnitude in future periods. We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses and income taxes. Adjusted EBITDA represents EBITDA as further adjusted for non-cash stock-based compensation expense.
Non-GAAP financial measures should be viewed as supplementing, and not as an alternative to or substitute for, the Company’s financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations and cash flows and should therefore be considered in assessing the Company's actual financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
Reconciliation of GAAP operating income to adjusted net income
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Operating income $ 29,532 $ 30,213 $ 63,222 $ 147,140
Gain from insurance settlement - (312 ) - (312 )
Adjusted operating income $ 29,532 $ 29,901 $ 63,222 $ 146,828
Ollie’s Bargain Outlet Holdings, Inc.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands except for per share amounts)
(Unaudited)
Reconciliation of GAAP net income to adjusted net income
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Net income $ 23,082 $ 23,185 $ 49,702 $ 112,728
Gain from insurance settlement - (312 ) - (312 )
Adjustment to provision for income taxes(1) - 80 - 80
Excess tax benefits related to stock-based compensation(1) (78 ) (961 ) (282 ) (3,414 )
Adjusted net income $ 23,004 $ 21,992 $ 49,420 $ 109,082
(1) Amount represents the impact from the recognition of excess tax benefits pursuant to Accounting Standards Update 2016-09, Stock Compensation.
Reconciliation of GAAP net income per diluted share to adjusted net income per diluted share
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Net income per diluted share $ 0.37 $ 0.36 $ 0.79 $ 1.72
Adjustments as noted above, per dilutive share:
Gain from insurance settlement, net of taxes - (0.00 ) - (0.00 )
Adjustment to provision for income taxes(1) - 0.00 - 0.00
Excess tax benefits related to stock-based compensation(1) (0.00 ) (0.01 ) (0.00 ) (0.05 )
Adjusted net income per diluted share (1) $ 0.37 $ 0.34 $ 0.79 $ 1.67
Diluted weighted-average common shares outstanding 62,751 64,298 62,810 65,414
(1) Totals may not foot due to rounding
Ollie’s Bargain Outlet Holdings, Inc.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Financial Measures
(Dollars in thousands)
(Unaudited)
Reconciliation of GAAP net income to EBITDA and adjusted EBITDA
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Net income $ 23,082 $ 23,185 $ 49,702 $ 112,728
Interest (income) expense, net (866 ) 70 (880 ) 111
Depreciation and amortization expenses 7,362 6,398 21,123 18,410
Income tax expense 7,316 6,958 14,400 34,301
EBITDA 36,894 36,611 84,345 165,550
Non-cash stock-based compensation expense 2,590 1,627 7,313 5,959
Gain from insurance settlement - (312 ) - (312 )
Adjusted EBITDA $ 39,484 $ 37,926 $ 91,658 $ 171,197
Key Statistics
Thirteen weeks ended Thirty-nine weeks ended
October 29, October 30, October 29, October 30,
2022 2021 2022 2021
Number of stores open at the beginning of period 449 409 431 388
Number of new stores 15 18 35 41
Number of closed stores (1 ) (1 ) (3 ) (3 )
Number of stores open at end of period 463 426 463 426
Average net sales per store (1) $ 915 $ 916 $ 2,864 $ 3,089
Comparable stores sales change 1.9 % (15.5 )% (5.4 )% (11.3 )%
Comparable store count – end of period 405 363 405 363
(1) Average net sales per store represents the weighted average of total net weekly sales divided by the number of stores open at the end of each week for the respective periods presented.
Primary Logo
FORM 10-Q
(Quarterly Report)
Filed 11/23/22 for the Period Ending 09/30/22
https://www.otcmarkets.com/filing/conv_pdf?id=16221949&guid=G1P-kqWDgx7BAch
Newtek Business Services Corp. Declares a Fourth Quarter 2022 Distribution of $0.70 per Share
Source: GlobeNewswire Inc.
Newtek Business Services Corp., (NASDAQ: NEWT), an internally managed business development company (“BDC”), today announced that its Board of Directors declared a fourth quarter 2022 cash distribution of $0.70 per share1, payable on December 30, 2022 to shareholders of record as of December 20, 2022.
1Note regarding Dividend Payments: The Company's Board of Directors expects to maintain a dividend policy with the objective of distributing 90 – 100% of the Company’s 2022 taxable income. This distribution includes a spillover dividend of the Company’s retained earnings. The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income for the full year and distributions paid for the full year.
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company® are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, include our ability to close the pending acquisition of the National Bank of New York City (the “Transaction”), obtain required regulatory approvals for the pending Transaction, the timing of the closing of the Transaction, the timing of the Company’s discontinuance from regulation as a BDC under the 1940 Act, projections concerning or considering the pending Transaction, the timing of our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
Primary Logo
Newtek Receives Approval From the OCC to Acquire National Bank of New York City
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (NASDAQ: NEWT) (“Newtek”) today announced that it has received conditional approval from Office of the Comptroller of the Currency (“OCC”) to complete its acquisition of the National Bank of New York City (“NBNYC” and the “Acquisition”). Newtek announced last week that it received approval from the Federal Reserve to become a bank holding company and a financial holding company by acquiring NBNYC. Newtek expects the Acquisition to close in January 2023, subject to completion or waiver of the remaining closing conditions. Upon the close of the Acquisition, NBNYC will be renamed Newtek BankTM, National Association (“Newtek Bank, N.A.”) and Newtek’s current portfolio companies Newtek Business Lending, LLC and Small Business Lending, LLC will be contributed to Newtek Bank, N.A. The OCC approval is subject to the condition that Newtek Bank, N.A. enter into an operating agreement with the OCC upon the close of the Acquisition, which operating agreement contains customary provisions concerning capital, liquidity and concentration limits and memorializes the business plan submitted to the OCC.
Barry Sloane, Chairman, President and Chief Executive Officer said, “We could not be more elated to receive the OCC’s approval to move forward and close the Acquisition and become a bank holding company and financial holding company. With a national bank charter, we believe Newtek will be able to enhance the business and financial solutions offered to our customers to include personalized digital commercial banking and the Newtek AdvantageTM dashboard and truly become NewtekOne® - the One Solution for All Your Business Needs®.”
Mr. Sloane continued, “Given these approvals, Newtek can proceed with its bank holding company strategy, and intends to publicly issue financial guidance for Newtek as a bank holding company owning Newtek Bank, N.A. The regulatory approvals also will allow Newtek to execute on its plan and strategy to acquire and rebrand NBNYC as Newtek Bank, N.A.TM, and to change the name of the holding company to NewtekOne®. We intend to keep our current stock symbol ‘NEWT’.”
Mr. Sloane further commented, “We look forward to paying our recently declared distribution of $0.70 per share for the fourth quarter 2022 on December 30, 2022, to shareholders of record as of December 20, 2022. This distribution will likely be Newtek’s final distribution as a BDC. Upon the closing of the Acquisition, Newtek will discontinue its election to be regulated under the Investment Company Act of 1940, will no longer qualify as a regulated investment company (“RIC”) for federal income tax purposes and will no longer qualify for accounting treatment as an investment company. Newtek has previously stated that subject to Newtek board approval, compliance with regulatory requirements and Newtek achieving its operational and financial goals, it anticipates that Newtek will continue to pay dividends as a bank holding company. We would like to note that if dividends are paid from the Newtek bank holding company, we expect they will be treated as qualified dividends versus the pass-through status of dividend treatment in the BDC/RIC structure.”
Mr. Sloane concluded, “We are thrilled to see the finish line in completing this corporate transformation, which we have been working on over the last 18 months. We are excited about our future and what we believe is our ability to be a disruptor with a differentiated business model in the bank holding company and bank ownership investment landscape.”
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek®, NewtekOne®, Your Business Solutions Company® and One Solution for All Your Business Needs® are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, include our ability to close the pending acquisition of the National Bank of New York City (the “Transaction”), the timing of the closing of the Transaction, the timing of the Company’s discontinuance from regulation as a BDC under the 1940 Act, projections concerning or considering the pending Transaction, the timing of our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
Primary Logo
Newtek Receives Approval from the Federal Reserve to Become a Bank Holding Company
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (NASDAQ: NEWT) (“Newtek”) today announced that it has received approval from the Federal Reserve to become a bank holding company and a financial holding company by acquiring the National Bank of New York City (“NBNYC”). The pending acquisition of NBNYC remains subject to the approval of the Office of the Comptroller of the Currency (“OCC”), which approval is currently anticipated in the coming weeks. The approval of the Federal Reserve is conditioned on the representations and commitments made by Newtek in connection with its applications, including the discontinuance of Newtek’s election to be regulated under the Investment Company Act of 1940 and to divest activities of certain of Newtek’s technology portfolio companies within two years of becoming a bank holding company.
Barry Sloane, Chairman, President and Chief Executive Officer said, “We are thrilled to have received the approval of the Federal Reserve to become a bank holding company and a financial holding company upon the close of the acquisition of NBNYC. While we await and anticipate approval from the OCC to acquire NBNYC, which we are hopeful to obtain shortly, we will continue to prepare and anticipate closing the acquisition in January 2023. Once we receive the remaining regulatory approval, we anticipate providing certain guidance on forecasted earnings as a bank holding company.”
Mr. Sloane continued, “We would like to thank the staffs of the Federal Reserve Bank of Atlanta, the Board of Governors of the Federal Reserve System and the OCC for their work and efforts on our applications seeking approval to acquire NBNYC and become a bank holding company. We look forward to our new role in the economy as a financial holding company and to further establish our corporate brand as NewtekOne® -- the One Solution for All Your Business Needs®, the one company that makes you more successful, the one company that gives you banking relationships and analytics to run your business as well as enhanced transactional capability.”
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek®, NewtekOne®, Your Business Solutions Company® and One Solution for All Your Business Needs® are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, include our ability to close the pending acquisition of the National Bank of New York City (the “Transaction”), obtain required regulatory approvals for the pending Transaction, the timing of the closing of the Transaction, the timing of the Company’s discontinuance from regulation as a BDC under the 1940 Act, projections concerning or considering
Tyler Technologies to Acquire Rapid Financial Solutions
Source: Business Wire
Acquisition to bolster Tyler’s payments offering for all clients
Tyler Technologies, Inc. (NYSE: TYL) announced today it has signed a definitive agreement to acquire Rapid Financial Solutions (Rapid), a leading provider of reliable, scalable, and secure payments with best-in-class card issuance and digital disbursement capabilities. The purchase price is approximately $68 million in cash and Tyler stock, subject to certain customary adjustments at closing. The acquisition is expected to close in the fourth quarter of 2022.
Through this acquisition, Tyler will offer Rapid’s payments platform to local, state, and federal government clients to enhance their payments disbursement process and improve the timeliness and accuracy of their transactions with consumers. Rapid will join Tyler’s Payments business unit, which is part of Tyler’s NIC Division.
“As a leader in the payments solutions market for 20 years, we understand our clients’ challenges when it comes to disbursing payments. This includes required paperwork, processing paper checks, and the ability to provide immediate access of funds to recipients,” said Elizabeth Proudfit, president of Tyler’s NIC Division. “The acquisition of Rapid allows us to offer our public sector clients a proven and trusted payments platform which makes disbursing these payments easy, quick, and secure.”
Rapid is uniquely positioned to scale as jurisdictions are moving away from cash and paper checks to respond to consumers’ timely settlement expectations. Its more than 1,500 customers nationwide include courts, county offices, and correctional facilities, who use Rapid’s solutions to make payments related to juries, restitution, inmate release, and probation. Tyler serves approximately 7,200 clients in the payments space, helping them process 455 million transactions representing $28.9 billion in 2021.
“Over the last few years in particular, there has been tremendous demand at the federal, state, and local levels for our payments platform solutions. We couldn’t be more excited to be joining Tyler at this time,” said Daren Jackson, founder and chief executive officer of Rapid. “Our two organizations have a common focus on continuous innovation and a shared passion for making customer interactions stronger and more secure. We look forward to expanding on our payments success with Tyler as we serve the public sector together.”
Logan, Utah-based Rapid was founded in 2010. Management and staff will become part of Tyler’s NIC Division, and current employees will remain in their office locations.
About Tyler Technologies and NIC
Acquired by Tyler Technologies (NYSE: TYL) on April 21, 2021, NIC is a leader in digital government solutions and payments, partnering with government to deliver user-friendly digital services that make it easier and more efficient to interact with government. NIC and Tyler are united in their mission to empower public sector entities to operate more efficiently and connect more transparently with their constituents and with each other. Tyler has more than 37,000 successful installations across more than 12,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been 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.
#TYL_Financial
View source version on businesswire.com: https://www.businesswire.com/news/home/20221027005190/en/
Jennifer Kepler
Tyler Technologies
972.713.3770
Media.team@tylertech.com
Tyler Technologies Reports Earnings for Third Quarter 2022
Source: Business Wire
Revenues grew approximately 9% organically, excluding COVID-related revenues
Tyler Technologies, Inc. (NYSE: TYL) today announced financial results for the third quarter ended September 30, 2022.
Third Quarter 2022 Financial Highlights:
Both GAAP and non-GAAP total revenues were $473.2 million, up 2.9% from $459.9 million and 2.7% from $460.6 million, respectively, for the third quarter of 2021. On an organic basis (excluding COVID-related revenues), GAAP revenues grew 9.0% and non-GAAP revenues grew 8.8%.
Recurring revenues from maintenance and subscriptions were $371.7 million, up 0.2% from $370.8 million for the third quarter of 2021, and comprised 78.5% of third quarter 2022 revenues, compared to 80.6% for the third quarter of 2021. On an organic basis (excluding COVID-related revenues), recurring revenues were $364.5 million, up 9.3%.
Revenues included a total of $11.7 million from NIC's COVID-related initiatives, which are expected to end in the fourth quarter. Revenues from COVID-related initiatives totaled $43.3 million in the third quarter of 2021.
Operating income was $60.9 million, up 8.4% from $56.2 million for the third quarter of 2021. Non-GAAP operating income was $117.8 million, up 0.9% from $116.8 million for the third quarter of 2021.
Net income was $53.2 million, or $1.26 per diluted share, up 20.5% from $44.2 million, or $1.04 per diluted share, for the third quarter of 2021. Non-GAAP net income was $87.4 million, or $2.06 per diluted share, up 2.8% from $85.0 million, or $2.01 per diluted share, for the third quarter of 2021.
The annual non-GAAP effective tax rate is 22.5%, down from 24.0% in 2021, as the result of an increase in the estimated research tax credit. For the third quarter, the non-GAAP effective tax rate was 19.6% to reflect the change in tax rate for the first nine months of the year.
Cash flows from operations were $129.4 million compared to $205.4 million for the third quarter of 2021. Free cash flow was $115.6 million compared to $192.8 million for the third quarter of 2021.
Adjusted EBITDA was $126.9 million, up 1.5% from $125.0 million for the third quarter of 2021.
Software subscription arrangements comprised approximately 91% of the total new software contract value for the third quarter, compared to approximately 74% for the third quarter of 2021.
Software subscription bookings for the third quarter added $28.1 million in annual recurring revenue.
Annualized non-GAAP recurring revenues (ARR) were $1.49 billion, unchanged from $1.49 billion for the third quarter of 2021 due to a reduction in COVID-related subscription revenue. On an organic basis, excluding COVID-related revenues, annualized non-GAAP ARR grew 11.2%.
Total backlog was $1.88 billion, up 6.3% from $1.77 billion at September 30, 2021.
"Third quarter results were highlighted by strong execution and robust public sector market demand, supported by healthy budgets," said Lynn Moore, Tyler's president and chief executive officer. "We are carrying strong momentum across our divisions, and market activity continues to build and drive larger opportunities and multi-suite wins. Professional services revenue continues to be pressured as we onboard new implementation team members and build capacity to support our growing backlog.
"Overall, we reported solid top and bottom-line results while advancing our cloud-first strategy. Total contract value for new software subscription agreements reached a new high and comprised 91% of our new software contract value this quarter. Contract signings were highlighted by a five-year $54 million contract with the U.S. Department of State for our Case Management Development Platform. This represents the largest win in our Federal Division's history, although only approximately $8 million of the contract value was included in the third quarter bookings due to certain contract provisions.
"In light of the rising interest rate environment, we continue to prioritize the use of excess cash to aggressively reduce debt, while being opportunistic toward strategic acquisitions and investments that enhance our long-term growth strategy. During the quarter, we reduced term debt by $190 million and our net leverage is now under two times proforma EBITDA.
"Looking forward, we are encouraged by continued strength in the public sector markets as reflected in stable or increasing RFP and demo activity across our business units. We are also pleased that our software revenue mix continues to arc towards SaaS even more rapidly than previously expected, even though the increased mix of SaaS arrangements is putting pressure on near-term revenue growth, as license revenue will decline faster than planned this year and in 2023. We have reduced the upper end of our full year revenue guidance to reflect lower license revenue, as well as pressure on professional services revenue related to staffing. The midpoint of our annual non-GAAP EPS guidance, adjusted for the reduction in our effective tax rate, is unchanged," concluded Moore.
Guidance for 2022
As of October 26, 2022, Tyler Technologies is providing the following guidance for the full year 2022:
GAAP and non-GAAP total revenues are both expected to be in the range of $1.837 billion to $1.857 billion.
Total revenues are expected to include approximately $49 million of COVID-related revenues from NIC's TourHealth and rent relief services. Revenue from TourHealth concluded in the second quarter, while revenue from the rent relief program are expected to end in the fourth quarter.
GAAP diluted earnings per share are expected to be in the range of $3.89 to $4.05 and may vary significantly due to the impact of stock option activity on the GAAP effective tax rate.
Non-GAAP diluted earnings per share are expected to be in the range of $7.51 to $7.65.
Interest expense is expected to be approximately $28 million, including approximately $7 million of non-cash amortization of debt discounts and issuance costs.
Pretax non-cash, share-based compensation expense is expected to be approximately $107 million.
Research and development expense is expected to be in the range of $97 million to $100 million.
Fully diluted shares for the year are expected to be in the range of 42.4 million to 42.8 million shares.
GAAP earnings per share assumes an estimated annual effective tax rate of approximately 14.0% after discrete tax items, including approximately $8 million of discrete tax benefits related to share-based compensation.
The non-GAAP annual effective tax rate is expected to be 22.5%, down from 24% based on a change in our estimated research tax credit and its effect on our annual effective GAAP tax rate.
Capital expenditures are expected to be in the range of $58 million to $62 million, including approximately $34 million of capitalized software development costs. Total depreciation and amortization expense is expected to be approximately $147 million, including approximately $112 million from amortization of acquisition intangibles.
GAAP to non-GAAP guidance reconciliation
Non-GAAP diluted earnings per share excludes the estimated full-year impact of non-cash share-based compensation expense and employer portion of payroll tax related to employee stock transactions of approximately $107 million, amortization of acquired software and intangible assets of approximately $112 million, acquisition-related costs of approximately $1 million, and lease restructuring costs of approximately $1 million. Additionally, the non-GAAP tax rate of 22.5% is estimated periodically as described below under "Non-GAAP Financial Measures" and excludes approximately $8 million of estimated discrete tax benefits that are included in the GAAP estimated annual effective tax rate.
Conference Call
Tyler Technologies will hold a conference call on Thursday, October 27, 2022 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: https://conferencingportals.com/event/dXimaDxA. Registered participants will receive an email with a calendar reminder and 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 888-330-2506 (U.S. and Canada callers) or 240-789-2712 (international callers) and ask for the “Tyler Technologies” call. The live audio webcast and archived replay can also be accessed at https://investors.tylertech.com/events-and-presentations/default.aspx.
About Tyler Technologies, Inc.
Tyler Technologies (NYSE: TYL) provides integrated software and technology services to the public sector. Tyler's end-to-end solutions empower local, state, and federal government entities to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions are transforming how clients gain actionable insights that solve problems in their communities. Tyler has more than 37,000 successful installations across more than 12,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including Government Technology's GovTech 100 list and Forbes' "Most Innovative Growth Companies" list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.
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, 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 lease restructuring costs. Annualized non-GAAP recurring revenues (ARR) is calculated by annualizing the current quarter's non-GAAP recurring revenues from maintenance and subscriptions.
Tyler currently uses a non-GAAP tax rate of 22.5%. 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 annual 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, including inflation and increases in interest rates; (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 September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
Software licenses and royalties
$
20,269
$
22,673
$
51,784
$
55,210
Subscriptions
254,346
252,942
755,604
554,979
Professional services
63,180
54,624
187,802
155,601
Maintenance
117,338
117,833
351,182
356,566
Appraisal services
8,638
7,146
25,968
19,876
Hardware and other
9,420
4,655
25,643
16,518
Total revenues
473,191
459,873
1,397,983
1,158,750
Software licenses and royalties
3,162
1,547
8,640
4,151
Amortization of acquired software
13,622
12,896
40,882
32,683
Subscriptions, professional services and maintenance
239,928
241,944
721,017
576,035
Appraisal services
5,783
4,506
17,695
13,552
Hardware and other
6,033
2,764
19,219
9,845
Total cost of revenues
268,528
263,657
807,453
636,266
Gross profit
204,663
196,216
590,530
522,484
Selling, general and administrative expenses
103,619
101,847
301,216
289,543
Research and development expense
25,190
24,002
72,517
69,243
Amortization of customer and trade name intangibles
14,941
14,183
43,259
31,015
Operating income
60,913
56,184
173,538
132,683
Interest expense
(9,258
)
(5,396
)
(20,276
)
(18,311
)
Other income, net
131
445
712
1,249
Income before income taxes
51,786
51,233
153,974
115,621
Income tax (benefit) provision
(1,447
)
7,063
20,811
8,945
Net income
$
53,233
$
44,170
$
133,163
$
106,676
Earnings per common share:
Basic
$
1.28
$
1.08
$
3.21
$
2.61
Diluted
$
1.26
$
1.04
$
3.14
$
2.53
Weighted average common shares outstanding:
Basic
41,600
40,888
41,523
40,805
Diluted
42,407
42,286
42,425
42,196
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Reconciliation of non-GAAP total revenues
2022
2021
2022
2021
GAAP total revenues
$
473,191
$
459,873
$
1,397,983
$
1,158,750
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
751
—
2,039
Non-GAAP total revenues
$
473,191
$
460,624
$
1,397,983
$
1,160,789
Three Months Ended September 30,
Nine Months Ended September 30,
Reconciliation of non-GAAP gross profit and margin
2022
2021
2022
2021
GAAP gross profit
$
204,663
$
196,216
$
590,530
$
522,484
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
751
—
2,039
Add: Share-based compensation expense included in cost of
revenues
7,181
6,303
20,820
17,212
Add: Amortization of acquired software
13,622
12,896
40,882
32,683
Non-GAAP gross profit
$
225,466
$
216,166
$
652,232
$
574,418
GAAP gross margin
43.3
%
42.7
%
42.2
%
45.1
%
Non-GAAP gross margin
47.6
%
46.9
%
46.7
%
49.5
%
Three Months Ended September 30,
Nine Months Ended September
Reconciliation of non-GAAP operating income and margin
2022
2021
2022
2021
GAAP operating income
$
60,913
$
56,184
$
173,538
$
132,683
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
751
—
2,039
Add: Share-based compensation expense
26,912
29,461
77,991
80,360
Add: Employer portion of payroll tax related to employee stock
transactions
86
401
1,196
1,561
Add: Acquisition related costs
183
2,888
1,214
22,718
Add: Lease restructuring costs
1,159
—
1,159
—
Add: Amortization of acquired software
13,622
12,896
40,882
32,683
Add: Amortization of customer and trade name intangibles
14,941
14,183
43,259
31,015
Non-GAAP adjustments subtotal
56,903
60,580
165,701
170,376
Non-GAAP operating income
$
117,816
$
116,764
$
339,239
$
303,059
GAAP operating margin
12.9
%
12.2
%
12.4
%
11.5
%
Non-GAAP operating margin
24.9
%
25.3
%
24.3
%
26.1
%
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Reconciliation of non-GAAP net income and earnings per share
2022
2021
2022
2021
GAAP net income
$
53,233
$
44,170
$
133,163
$
106,676
Non-GAAP adjustments:
Add: Total non-GAAP adjustments to operating income
56,903
60,580
165,701
170,376
Add: Acquisition related costs in interest expense
—
—
6,407
Less: Tax impact related to non-GAAP adjustments
(22,737
)
(19,772
)
(51,115
)
(61,232
)
Non-GAAP net income
$
87,399
$
84,978
$
247,749
$
222,227
GAAP earnings per diluted share
$
1.26
$
1.04
$
3.14
$
2.53
Non-GAAP earnings per diluted share
$
2.06
$
2.01
$
5.84
$
5.27
Three Months Ended September 30,
Nine Months Ended September 30,
Detail of share-based compensation expense
2022
2021
2022
2021
Subscriptions, professional services and maintenance
$
7,181
$
6,303
$
20,820
$
17,212
Selling, general and administrative expenses
19,731
23,158
57,171
63,148
Total share-based compensation expense
$
26,912
$
29,461
$
77,991
$
80,360
Three Months Ended September 30,
Nine Months Ended September 30,
Reconciliation of EBITDA and adjusted EBITDA
2022
2021
2022
2021
GAAP net income
$
53,233
$
44,170
$
133,163
$
106,676
Amortization of customer and trade name intangibles
14,941
14,183
43,259
31,015
Depreciation and amortization included in cost of revenues, SG&A and other expenses
22,646
21,112
67,262
55,290
Amortization of debt discounts and issuance costs included in interest expense
3,329
1,133
5,600
10,083
Interest expense
5,928
4,262
14,676
8,228
Income tax (benefit) provision
(1,447
)
7,063
20,811
8,945
EBITDA
$
98,630
$
91,923
$
284,771
$
220,237
Write-downs of acquisition-related deferred revenue
—
751
—
2,039
Share-based compensation expense
26,912
29,461
77,991
80,360
Acquisition related costs
183
2,888
1,214
22,718
Lease restructuring costs
1,159
—
1,159
—
Adjusted EBITDA
$
126,884
$
125,023
$
365,135
$
325,354
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Reconciliation of free cash flow
2022
2021
2022
2021
Net cash provided by operating activities
$
129,378
$
205,387
$
259,598
$
256,743
Less: additions to property and equipment
(4,684
)
(6,547
)
(17,441
)
(20,770
)
Less: capitalized software development costs
(9,094
)
(6,019
)
(25,557
)
(14,966
)
Free cash flow
$
115,600
$
192,821
$
216,600
$
221,007
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
September 30, 2022
December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
185,927
$
309,171
Accounts receivable, net
561,780
521,059
Short-term investments
39,360
52,300
Prepaid expenses and other current assets
65,704
63,664
Income tax receivable
7,379
18,137
Total current assets
860,150
964,331
Accounts receivable, long-term portion
9,213
13,937
Operating lease right-of-use assets
53,202
39,720
Property and equipment, net
175,196
181,193
Other assets:
Software development costs, net
51,092
28,489
Goodwill
2,449,405
2,359,674
Other intangibles, net
1,004,045
1,052,493
Non-current investments
22,627
46,353
Other non-current assets
50,443
45,971
Total assets
$
4,675,373
$
4,732,161
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
242,434
$
278,412
Operating lease liabilities
10,581
10,560
Deferred revenue
529,233
510,529
Current portion of term loans
30,000
30,000
Total current liabilities
812,248
829,501
Revolving line of credit
—
—
Term loans
452,138
718,511
Convertible senior notes due 2026, net
594,054
592,765
Deferred revenue, long-term
2,473
38
Deferred income taxes
203,204
228,085
Operating lease liabilities, long-term
49,759
36,336
Other long-term liabilities
14,199
2,893
Total liabilities
2,128,075
2,408,129
Shareholders' equity
$
2,547,298
$
2,324,032
Total liabilities and shareholders' equity
$
4,675,373
$
4,732,161
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
Cash flows from operating activities:
Net income
$
53,233
$
44,170
$
133,163
$
106,676
Adjustments to reconcile net income to cash
provided by operations:
Depreciation and amortization
41,084
36,888
116,950
97,864
Losses (gains) from sale of investments
97
—
44
—
Share-based compensation expense
26,912
29,461
77,991
80,360
Operating lease right-of-use assets expense
4,136
2,982
9,240
7,016
Deferred income tax benefit
(13,709
)
(9,251
)
(32,845
)
(15,681
)
Changes in operating assets and liabilities,
exclusive of effects of acquired companies
17,625
101,137
(44,945
)
(19,492
)
Net cash provided by operating activities
129,378
205,387
259,598
256,743
Cash flows from investing activities:
Additions to property and equipment
(4,684
)
(6,547
)
(17,441
)
(20,770
)
Purchase of marketable security investments
(15,836
)
(7,630
)
(20,428
)
(75,684
)
Proceeds and maturities from marketable security investments
14,457
23,168
55,052
114,563
Investment in software
(9,094
)
(6,019
)
(25,557
)
(14,966
)
Cost of acquisitions, net of cash acquired
(393
)
(89,492
)
(117,706
)
(2,088,394
)
Other
174
424
326
463
Net cash provided (used) by investing activities
(15,376
)
(86,096
)
(125,754
)
(2,084,788
)
Cash flows from financing activities:
Decrease in net borrowings on revolving line of credit
—
(65,000
)
—
—
Payment on term loans
(190,000
)
(57,500
)
(270,000
)
(57,500
)
Proceeds from term loans
—
—
—
900,000
Proceeds from issuance of convertible senior notes
—
—
—
600,000
Payment of debt issuance costs
—
(38
)
—
(27,165
)
Purchase of treasury shares
—
—
—
(12,975
)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award
4,405
17,045
298
46,433
Contributions from employee stock purchase plan
4,458
3,557
12,614
9,757
Net cash (used) provided by financing activities
(181,137
)
(101,936
)
(257,088
)
1,458,550
Net (decrease) increase in cash and cash equivalents
(67,135
)
17,355
(123,244
)
(369,495
)
Cash and cash equivalents at beginning of period
253,062
216,773
309,171
603,623
Cash and cash equivalents at end of period
$
185,927
$
234,128
$
185,927
$
234,128
#TYL_Financial
View source version on businesswire.com: https://www.businesswire.com/news/home/20221026005745/en/
Brian K. Miller
Executive Vice President & CFO
Tyler Technologies, Inc.
972-713-3720
brian.miller@tylertech.com
CAMTEK RECEIVES MULTIPLE SYSTEMS ORDERS FROM TIER-1 CUSTOMERS MOSTLY FOR DELIVERY IN 2023
Source: PR Newswire (US)
The orders support a technology change in our industry; orders for 35 systems since August 1
MIGDAL HAEMEK, Israel, Sept. 6, 2022 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced that it has received orders for 9 systems from a Tier-1 OSAT and 8 systems for Heterogenous Integration applications from two Tier-1 players. In total, Camtek received orders for 35 new systems since the beginning of August. Most of the orders will be delivered in the first half of 2023.
Camtek Ltd. Logo
Rafi Amit, Chief Executive Officer, commented, "I am very happy with these orders, which demonstrate a continuous order momentum into the first half of 2023. Most of them are repeat orders, showing a vote of confidence from our customers. The systems will mainly be used for the inspection and metrology of Advanced Packaging and Heterogenous Integration applications supporting the technology advancements and change in our industry."
ABOUT CAMTEK LTD.
Camtek is a leading manufacturer of metrology and inspection equipment and a provider of software solutions serving the Advanced Packaging, Memory, CMOS Image Sensors, MEMS, RF and other segments in the mid end of the semiconductor industry.
Camtek provides dedicated solutions and crucial yield-enhancement data, enabling manufacturers to improve yield and drive down their production costs.
With eight offices around the world, Camtek has best-in-class sales and customer support organization, providing tailor-made solutions in line with customers' requirements.
This press release is available at http://www.camtek.com
This press release contains statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. ("we," "us" and "our"). Forward-looking statements can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Our actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including as a result of the effect of the COVID-19 crisis on the global markets and on the markets in which we operate, including the risk of the continuation of disruptions to our and our customers', providers', business partners' and contractors' businesses as a result of the COVID-19 pandemic; our expectations regarding sufficiency of cash on hand; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers' operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant market participants with greater resources than us; the rapid evolvement of technology in the markets in which we operate, and our ability to adequately predict these changes or keep pace with emerging industry standards; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea; changing industry and market trends; reduced demand for our products; the timely development of our new products and their adoption by the market; increased competition in the industry; price reductions; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC.
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
INTERNATIONAL INVESTOR RELATIONS
EK Global Investor Relations
Ehud Helft
Tel: (US) 1 212 378 8040
camtek@ekgir.com
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Cision View original content:https://www.prnewswire.com/news-releases/camtek-receives-multiple-systems-orders-from-tier-1-customers-mostly-for-delivery-in-2023-301618190.html
SOURCE Camtek Ltd.
Copyright 2022 PR Newswire
CAMTEK ANNOUNCES RECORD RESULTS FOR THE SECOND QUARTER OF 2022
Source: PR Newswire (US)
Revenue of $79.6 million & 30% operating margin; Further growth expected in third quarter
MIGDAL HAEMEK, Israel , July 27, 2022 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT), today announced its financial results for the second quarter ended June 30, 2022.
Camtek logo
Highlights of the Second Quarter of 2022
Record quarterly revenues of $79.6 million; a 18% increase year-over-year;
GAAP operating income of $20.9 million; non-GAAP operating income of $23.8 million, representing an operating margin of 26.2% and 29.9% respectively;
GAAP net income of $19.2 million and non-GAAP net income of $22.1 million;
Positive operating cash flow of $13.0 million.
Forward-Looking Expectations
Management expects continued growth for the third quarter with revenues to be $81-83 million.
Management Comment
Rafi Amit, Camtek's CEO commented, "We ended the second quarter with record results and 18% growth year-over-year. We are aware of concerns about the possibility of slowdown in the semiconductor industry and we are monitoring the situation. At this point we do not see any signs of declining demand for our systems. With our strong backlog, we see continued growth into the second half of the year as well.
Second Quarter 2022 Financial Results
Revenues for the second quarter of 2022 were $79.6 million, an increase of 18% compared to the second quarter of 2021.
Gross profit on a GAAP basis in the quarter totaled $40.2 million (50.5% of revenues), compared to a gross profit of $35.0 million (51.9% of revenues) in the second quarter of 2021. Gross profit on a non-GAAP basis in the quarter totaled $40.5 million (50.9% of revenues), compared to $35.2 million (52.1% of revenues) in the second quarter of 2021.
Operating profit on a GAAP basis in the quarter totaled $20.9 million (26.2% of revenues), compared to an operating profit of $17.0 million (25.3% of revenues) in the second quarter of 2021. Operating profit on a non-GAAP basis in the quarter totaled $23.8 million (29.9% of revenues), compared to $18.5 million (27.4% of revenues) in the second quarter of 2021.
Net income on a GAAP basis in the quarter totaled $19.2 million, or $0.40 per diluted share, compared to net income of $15.7 million, or $0.35 per diluted share, in the second quarter of 2021. Net income on a non-GAAP basis in the quarter totaled $22.1 million, or $0.46 per diluted share, compared to non-GAAP net income of $17.1 million, or $0.38 per diluted share, in the second quarter of 2021.
Cash and cash equivalents and short-term deposits, as of June 30, 2022 were $391.0 million compared to $383.3 million as of March 31, 2022. In addition, there were $47.0 in long-term deposits compared to $45.0 as of March 31, 2022. During the quarter, Camtek generated $13.0 million in operating cash flow.
Conference Call
Camtek will host a video conference call/webinar today via Zoom, July 27, 2022, at 9:00 am ET (16:00 Israel time).
Rafi Amit, CEO, Moshe Eisenberg, CFO and Ramy Langer, COO will host the call and will be available to answer questions after presenting the results.
To participate in the webinar, please register using the following link, which will email the link with which to access the video call:
https://us06web.zoom.us/webinar/register/1516572081008/WN_DKB3pBczQn6NnIkC2Niu-g
For those wishing to listen via phone, following registration, the dial-in link will be sent.
For those unable to participate, a recording will be available on Camtek's website at http://www.camtek.com within a few hours after the call.
A summary presentation of the quarterly results will also be available on Camtek's website.
ABOUT CAMTEK LTD.
Camtek is a leading manufacturer of metrology and inspection equipment and a provider of software solutions serving the Advanced Packaging, Memory, CMOS Image Sensors, MEMS, RF and other segments in the mid end of the semiconductor industry.
Camtek provides dedicated solutions and crucial yield-enhancement data, enabling manufacturers to improve yield and drive down their production costs.
With eight offices around the world, Camtek has best-in-class sales and customer support organization, providing tailor-made solutions in line with customers' requirements.
This press release is available at http://www.camtek.com
This press release contains statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. ("we," "us" and "our"). Forward-looking statements include our expected revenues for the second and third quarter of 2022 and can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Our actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including as a result of the effect of the COVID-19 pandemic on the global markets and on the markets in which we operate, including the impact of war in Ukraine, rising inflation, rising interest rates, volatile exchange rates and commodities' prices, the risk of the continuation of disruptions to our and our customers', providers', business partners' and contractors' businesses as a result of the COVID-19 pandemic, such as for example the impact of China-imposed lockdowns; our expectations regarding sufficiency of cash on hand; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages and other supply chain challenges; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers' operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant market participants with greater resources than us; the rapid evolvement of technology in the markets in which we operate, and our ability to adequately predict these changes or keep pace with emerging industry standards; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea, some of which might be subject to trade restrictions; changing industry and market trends; reduced demand for our products; the timely development of our new products and their adoption by the market;price reductions; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC.
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.
This press release provides financial measures that exclude: (i) share based compensation expenses; and (ii) tax settlement expenses, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors. A reconciliation between the GAAP and non-GAAP results appears in the tables at the end of this press release.
CAMTEK LTD. and its subsidiaries
Consolidated Balance Sheets
(In thousands)
June 30,
December 31,
2022
2021
U.S. dollars
Assets
Current assets
Cash and cash equivalents
56,041
241,943
Short-term deposits
335,000
156,000
Trade accounts receivable, net
73,114
57,825
Inventories
70,075
58,759
Other current assets
7,497
5,653
Total current assets
541,727
520,180
Long-term deposits
47,000
32,000
Long term inventory
4,878
5,150
Deferred tax asset
117
227
Other assets
427
190
Property, plant and equipment, net
30,419
25,400
Intangible assets, net
584
610
Total non-current assets
83,425
63,577
Total assets
625,152
583,757
Liabilities and shareholders' equity
Current liabilities
Trade accounts payable
35,135
33,550
Other current liabilities
51,130
56,137
Total current liabilities
86,265
89,687
Long-term liabilities
Other long-term liabilities
6,915
5,800
Convertible notes
195,190
194,643
Total long-term liabilities
202,105
200,443
Total liabilities
288,370
290,130
Shareholders' equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at
June 30, 2022 and at December 31, 2021;
46,355,859 issued shares at June 30, 2022 and 45,939,019 at
December 31, 2021;
44,263,483 shares outstanding at June 30, 2022 and 43,846,643 at
December 31, 2021;
172
172
Additional paid-in capital
182,176
176,582
Retained earnings
156,332
118,771
338,680
295,525
Treasury stock, at cost (2,092,376 shares as of June 30, 2022 and
December 31, 2021)
(1,898)
(1,898)
Total shareholders' equity
336,782
293,627
Total liabilities and shareholders' equity
625,152
583,757
Camtek Ltd.
Consolidated Statements of Operations
(in thousands, except share data)
Six months ended
June 30,
Three months
ended June 30,
Year ended
December 31,
2022
2021
2022
2021
2021
U.S. dollars
U.S. dollars
U.S. dollars
Revenues
156,744
124,802
79,578
67,450
269,659
Cost of revenues
76,693
60,831
39,385
32,456
132,315
Gross profit
80,051
63,971
40,193
34,994
137,344
Operating expenses:
Research and development costs
15,199
11,244
7,522
5,766
23,473
Selling, general and administrative
24,451
21,288
11,796
12,188
42,973
Total operating expenses
39,650
32,532
19,318
17,954
66,446
Operating income
40,401
31,439
20,875
17,040
70,898
Financial income, net
860
562
227
176
1,030
Income before income taxes
41,261
32,001
21,102
17,216
71,928
Income tax expense
(3,700)
(2,989)
(1,919)
(1,564)
(11,651)
Net income
37,561
29,012
19,183
15,652
60,277
Earnings per share information:
Six months ended
June 30,
Three months
ended June 30,
Year ended
December 31,
2022
2021
2022
2021
2021
U.S. dollars
U.S. dollars
U.S. dollars
Basic net earnings per share
0.86
0.67
0.44
0.36
1.38
Diluted net earnings per share
0.78
0.65
0.40
0.35
1.34
Weighted average number of
ordinary shares outstanding
(in thousands):
Basic
43,929
43,450
44,006
43,609
43,644
Diluted
48,150
44,612
48,153
44,750
45,035
Camtek Ltd.
Reconciliation of GAAP To Non-GAAP results
(In thousands, except share data)
Six Months ended
June 30,
Three Months ended
June 30,
Year ended
December 31,
2022
2021
2022
2021
2021
U.S. dollars
U.S. dollars
U.S. dollars
Reported net income attributable to
Camtek Ltd. on GAAP basis
37,561
29,012
19,183
15,652
60,277
Tax settlement (1)
-
-
-
-
5,305
Share-based compensation
5,592
2,681
2,927
1,470
5,815
Non-GAAP net income
43,153
31,693
22,110
17,122
71,397
Non–GAAP net income per diluted share
0.90
0.71
0.46
0.38
1.59
Gross margin on GAAP basis
51.1 %
51.3 %
50.5 %
51.9 %
50.9 %
Reported gross profit on GAAP basis
80,051
63,971
40,193
34,994
137,344
Share-based compensation
628
301
326
173
653
Non- GAAP gross margin
80,679
64,272
40,519
35,167
137,997
Non-GAAP gross profit
51.5 %
51.5 %
50.9 %
52.1 %
51.2 %
Reported operating income attributable
to Camtek Ltd. on GAAP basis
40,401
31,439
20,875
17,040
70,898
Share-based compensation
5,592
2,681
2,927
1,470
5,815
Non-GAAP operating income
45,993
34,120
23,802
18,510
76,713
(1) In February 2022 the Company reached a settlement with the Israeli Tax Authorities and in the financial statements for the year ended December 31, 2021, recorded a one-time tax expense in respect of its historical exempt earnings.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
INTERNATIONAL INVESTOR RELATIONS
EK Global Investor Relations
Ehud Helft
Tel: (US) 1 212 378 8040
camtek@ekgir.com
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SOURCE Camtek Ltd
Copyright 2022 PR Newswire
https://t.me/otcupdates/33570
OTC Updates
WNRS
0.0050
Pink Current, AS: 4.0B, OS: 326M, US: 123M
Twitter Added
https://twitter.com/vegaswinnersinc
Business Description Updated:
WINNERS, INC., (OTC: WNRS) through its operating subsidiary VegasWINNERS, Inc. (www.vegaswinners.com) is engaged in the business of sports gambling research, data, advice, analysis and predictions utilizing all available media, advertising formats and its database of users.
Winners, Inc., (OTC: WNRS) through its operating subsidiaries VegasWinners and The Longshot Report (www.vegaswinners.com and www.thelongshotreport.com) provide sports betting enthusiasts with high quality content, analysis, research, data, and guidance for popular betting sports.
Product Services Description Updated:
WINNERS,INC.,(OTC:WNRS) through its operating subsidiary VegasWINNERS,Inc.(www.vegaswinners.com) is engaged in the business of sports gambling research, data, advice, analysis and predictions utilizing all available media, advertising formats and its database of users.
Winners, Inc., (OTC: WNRS) through its operating subsidiaries VegasWinners and The Longshot Report (www.vegaswinners.com and www.thelongshotreport.com) provide sports betting enthusiasts with high quality content, analysis, research, data, and guidance for popular betting sports.
Chart, OTC Profile, Twitter, @otcupdates
Update: 2022-09-21 19:37:11 (UTC
wrong board
Netcapital Funding Portal Users Raise $1.07 Million for KMX Technologies
Source: Business Wire
Maximum offering amount raised
Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the successful completion of a capital offering by KMX Technologies, an innovative creator of zero-waste solutions using proprietary technology spanning water, lithium, and critical minerals. KMX Technologies’ offering closed on August 5, 2022, selling 718,120 units at a unit price of $1.49 for a total of $1,069,999 in proceeds.
“We are pleased to announce the latest successful capital raise on our platform – another example of how we help fund innovation for exciting early-stage companies,” said Jason Frishman, CEO of Netcapital Funding Portal Inc. “KMX raised the maximum amount for its offering through strong enthusiasm from our community of investors committed to making great companies thrive. We congratulate KMX for their success and look forward to their continuing business growth and development.”
KMX Technologies is solving the most critical environmental and energy challenges of the 21st century. Through its proprietary membrane distillation technology, the company is accelerating energy storage with its direct lithium recovery enhancement processes, sustainably sourcing critical minerals necessary for next generation supply chains and infrastructure, and advancing wastewater treatment.
Zachary Sadow, CEO of KMX Technologies, commented, “The Netcapital platform simplified the fundraising process for us and delivered an outstanding outcome that met the maximum amount of our offering. It was a pleasure working with the team at Netcapital and I would recommend them to any early-stage deep technology company seeking growth capital for their business.”
Netcapital.com is an SEC-registered funding portal that enables private companies to raise capital online, while investors are able to invest from almost anywhere in the world, at any time, with just a few clicks. Securities offerings on the portal are accessible through individual offering pages, where companies include product or service details, market size, competitive advantages, and financial documents. Companies can accept investment from virtually anyone, including friends, family, customers, and employees.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220830005018/en/
Investor Contact
800-460-0815
ir@netcapital.com
Netcapital Funding Portal Powers $1.4 Million Capital Raise by Avadain
Source: Business Wire
Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the successful completion of a capital offering by Avadain, which developed a green manufacturing technology to manufacture high quality graphene flakes and is backed by Panasonic. Avadain’s offering closed on July 28, 2022, selling 341,685 units at a share price of $4.00 for a total of approximately $1.37 million in proceeds.
“We congratulate Avadain on their successful capital raise,” said Jason Frishman, CEO of Netcapital Funding Portal Inc. “Our unique platform technology is designed to connect interested investors with private companies like Avadain that are positioned to bring major innovations to burgeoning markets. Based on investor interest, we believe Avadain will enjoy an exciting future.”
Avadain has developed an environmentally-friendly process to mass-produce large, thin and nearly defect-free graphene flakes. Graphene is widely touted as the material of the 21st Century. It is believed to be the strongest and thinnest thermal and electricity-conducting material in the world.1 Graphene is expected to revolutionize electric vehicles, supercapacitors, batteries, sensors, renewable energy, and medicine, among other industries. Virtually no other companies are currently focused on manufacturing industrial quantities of high-quality graphene flakes.
Brad Larschan, CEO of Avadain, commented, “Avadain was founded with the mission of unleashing the ‘Graphene Revolution’ by delivering industrial volumes of our green, high-quality graphene flakes at an affordable price to address rapidly growing market demand. We are grateful to Netcapital for bringing our investment story and mission to thousands of prospective investors. The funds we raised through the Netcapital funding portal will help us expand our global patent portfolio, produce samples which industry has been asking for, and fund operations to meet the explosive projections for graphene demand across high-growth markets.”
Netcapital.com is an SEC-registered funding portal that enables private companies to raise capital online, while investors are able to invest from almost anywhere in the world, at any time, with just a few clicks. Securities offerings on the portal are accessible through individual offering pages, where companies include product or service details, market size, competitive advantages, and financial documents. Companies can accept investment from virtually anyone, including friends, family, customers, and employees.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
1 Wall Street Journal
View source version on businesswire.com: https://www.businesswire.com/news/home/20220825005151/en/
Investor Contact
800-460-0815
ir@netcapital.com
HEALTHTECH SOLUTIONS, INC./UT
FORM 10-Q
(Quarterly Report)
Filed 08/19/22 for the Period Ending 06/30/22
https://www.otcmarkets.com/filing/conv_pdf?id=16031604&guid=Qz9-kHuX-EcpJth
CyberOptics Announces Agreement to be Acquired by Nordson Corporation
Source: Business Wire
CyberOptics Agrees to be Acquired for $54.00 Per Share in Cash
CyberOptics Corporation (NASDAQ: CYBE) today announced that its Board of Directors has unanimously approved a definitive agreement pursuant to which Nordson Corporation (NASDAQ: NDSN) will acquire CyberOptics for $54.00 per share in cash for each outstanding share of common stock held. This purchase price represents a 47 percent premium to CyberOptics average closing stock price over the last 30 days and a 11 percent premium to CyberOptics 52-week high closing price.
“This is a compelling transaction that delivers substantial and immediate cash value to our shareholders and expands options for our customers going forward,” said Dr. Subodh Kulkarni, President and Chief Executive Officer. “We believe the combination has strong strategic logic and creates the right partnership to meet the evolving needs of our customers and growth opportunities for our employees.”
The boards of directors of both companies have approved the transaction, which is subject to approval by the holders of CyberOptics Corporation common stock, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The transaction is expected to close before the end of 2022.
Barclays acted as exclusive financial advisor and Stinson LLP acted as legal advisor to CyberOptics Corporation.
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.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, the Company plans to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), in connection with the solicitation of proxies for a meeting of CyberOptics Corporation shareholders to be called at a future date (the “meeting”). Promptly after filing its Proxy Statement in definitive form with the SEC, the Company will mail the Proxy Statement to each shareholder entitled to vote at the meeting. Shareholders are urged to read the Proxy Statement (including any amendments or supplements thereto) and any other relevant documents that the Company will file with the SEC when they become available because they will contain important information about the proposed transaction and related matters. Shareholders may obtain, free of charge, copies of the Proxy Statement and any other documents filed by the Company with the SEC in connection with the transaction at the SEC’s website (http://www.sec.gov) or by contacting the investor relations department of the Company at:
cfuranna@cyberoptics.com
+1.763.542.5000
5900 Golden Hills Drive
Golden Valley, MN, 55416
Participants in the Solicitation
The Company, its directors and certain executive officers are or may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, can be found in the Company’s definitive proxy statement for the annual meeting held in May 2022, in any subsequent Statements of Change in Ownership on Form 4 filed by such individuals with the SEC, and will be included in the Proxy Statement and other relevant documents to be filed with the SEC in connection with the proposed transaction when the Proxy Statement becomes available.
FORWARD LOOKING STATEMENTS:
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing or consummation of the proposed transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar expressions and by the context in which they are used. Such statements are based upon our current expectations and speak only as of the date made. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in or implied by this press release. Factors that may cause such a difference include, but are not limited to, risks and uncertainties related to(i) the ability to obtain shareholder and regulatory approvals for the transaction with Nordson, or the possibility that such approvals may delay the transaction or that such regulatory approval may result in the imposition of conditions that cause the parties to abandon the transaction; (ii) the risk that a condition to closing of the merger may not be satisfied (iii) potential litigation relating to the proposed transaction that could be instituted against us or our directors; (iv) possible disruptions from the proposed transaction that could harm our business; (v) our ability to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers resulting from the announcement or completion of the merger; (vii) potential business uncertainty, including changes to existing business relationships during the pendency of the merger that could affect our financial performance; and (viii) certain restrictions during the pendency of the merger that may impact our ability to pursue certain business opportunities or strategic transactions. Although we have made these statements based on our experience and expectations regarding future events, there may be events or factors that we have not anticipated. Therefore, the accuracy of our forward-looking statements and estimates are subject to a number of risks, including those risks identified in our Annual Report on Form 10-K for the year ending December 31, 2021.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Proxy Statement that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s or Nordson’s consolidated financial condition, results of operations, credit rating or liquidity. Neither the Company nor Nordson undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made, except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220808005218/en/
Jeffrey A. Bertelsen, Chief Financial Officer
763-542-5000
Carla Furanna, Vice President of Global Marketing
952-820-5837
Newtek Business Services Corp. Reports Second Quarter 2022 Financial Results
Source: GlobeNewswire Inc.
Newtek Business Services Corp. (“Newtek” or the “Company”) (Nasdaq: NEWT), an internally managed business development company (“BDC”), announced today its financial and operating results for three and six months ended June 30, 2022.
Barry Sloane, Chairman, President and Chief Executive Officer said, “We are very pleased to report our results for the second quarter 2022. We are proud to have been able to deliver what we believe are strong results that meet our earnings and dividends forecasts. Furthermore, we were able to grow SBA 7(a) loan fundings by 112.8%, to a record $200.6 million, and increase loan units funded by 154%, for the three months ended June 30, 2022. In addition, we funded $62.0 million of SBA 7(a) loans in July 2022. We are particularly proud because we believe that these record loan fundings were accomplished without reducing the credit quality of our borrowers; to the contrary, we believe that we tightened credit standards which resulted in a reduced approval-rate percentage of loans presented to the loan committee. Our year-over-year comparables across some of our metrics, however, were down, even though we posted strong results. We believe this decline was primarily attributable to the fact the first two quarters of 2021 earnings materially benefited from Paycheck Protection Program ("PPP") fee income. As previously stated, this PPP fee income is non-recurring, and has since been replaced with earnings from our core and growing business lines and activities. We firmly believe that our trajectory and growth will allow us to ultimately surpass the earnings achieved during the PPP and pandemic-affected environment, and that our business operations and strategy, including the pending acquisition of the National Bank of New York City ("NBNYC"), which remains subject to regulatory approvals, and becoming a publicly traded bank holding company, is occurring at an advantageous time."
Second Quarter 2022 Financial Highlights
Total investment income of $19.2 million for the three months ended June 30, 2022; a decrease of (47.5)% compared to total investment income of $36.6 million for the three months ended June 30, 2021. Second quarter 2021 total investment income included $25.5 million of fee income from the PPP which, as previously disclosed, is not recurring.
Net investment income (loss) of $(2.3) million, or $(0.09) per share, for the three months ended June 30, 2022, which represents a (113.0)% decrease, on a per share basis, compared to net investment income of $15.5 million, or $0.69 per share, for the three months ended June 30, 2021. Second quarter 2021 net investment income included $25.5 million of fee income from the PPP which, as previously disclosed, is not recurring.
Adjusted net investment income ("ANII")1 of $18.1 million, or $0.75 per share, for the three months ended June 30, 2022; a decrease of (37.5)%, on a per share basis, compared to ANII of $27.0 million, or $1.20 per share, for the three months ended June 30, 2021. Second quarter 2021 ANII included $25.5 million of fee income from the PPP which, as previously disclosed, is not recurring.
Debt-to-equity ratio of 1.31x at June 30, 2022; proforma debt-to-equity ratio was 1.15x after taking into account the sales of government-guaranteed portions of SBA 7(a) loans prior to June 30, 2022, which sales settled subsequent to the balance sheet date.
Total investment portfolio increased by 8.8% to $757.1 million at June 30, 2022, from $696.1 million at June 30, 2021.
Net asset value (“NAV”) of $394.5 million, or $16.31 per share, at June 30, 2022 compared to NAV of $16.38 per share at June 30, 2021.
2022 Financial Highlights For the Six Months Ended June 30, 2022
Total investment income of $39.6 million for the six months ended June 30, 2022; a decrease of (44.5)% over total investment income of $71.3 million for the six months ended June 30, 2021 which included $49.7 million of fee income from the PPP, which, as previously disclosed, is not recurring.
Net investment income (loss) of $(1.3) million, or $(0.05) per share, for the six months ended June 30, 2022, which represents a (103.6)% decrease, on a per share basis, compared to net investment income of $30.7 million, or $1.37 per share, for the six months ended June 30, 2021, which included $49.7 million of fee income from the PPP which, as previously disclosed, is not recurring.
ANII1 of $35.3 million, or $1.46 per share, for the six months ended June 30, 2022; a decrease of (35.1)%, on a per share basis, compared to ANII of $50.5 million, or $2.25 per share, for the six months ended June 30, 2021, which included $49.7 million of fee income from the PPP which, as previously disclosed, is not recurring.
ANII of $1.46 per share for the six months ended June 30, 2022 was greater than the midpoint of our previously issued ANII forecast, for the six months ended June 30, 2022, of $1.40 per share to $1.50 per share.
Additional Second Quarter Highlights
On June 1, 2022, at a special meeting of shareholders, Newtek shareholders overwhelmingly approved a proposal authorizing the Company’s Board of Directors to discontinue the Company’s election to be regulated as a BDC under the Investment Company Act of 1940, as amended (subject to certain regulatory approvals and closing conditions described in the Company’s Proxy Statement dated May 2, 2022) (the “Proposal”). As previously disclosed in a Form 8-K, 89% of the votes cast at the Special Meeting were in favor of the Proposal.
2022 Dividend Declarations & Payments
On June 30, 2022, the Company paid a second quarter 2022 cash dividend of $0.75 per share to shareholders of record as of June 20, 2022, which represented a 7.1% increase over the second quarter 2021 dividend of $0.70 per share.
The Company has paid and declared dividends totaling $1.40 per share for the first and second quarters of 2022, which represents a 16.7% increase over dividends paid in the first and second quarters of 2021.
The Company forecasts paying a third quarter 2022 and fourth quarter 2022 total dividend in a range of $1.00 per share to $1.50 per share, which dividends are expected to be paid by December 31, 2022, subject to Board approval, and is currently forecasting a full year 2022 dividend of between $2.40 per share and $2.90 per share.2
Lending Highlights
Newtek Small Business Finance, LLC (“NSBF”) funded a record $200.6 million of SBA 7(a) loans during the three months ended June 30, 2022; a 112.8% increase over the $94.3 million of SBA 7(a) loans funded for the three months ended June 30, 2021.
NSBF funded a record $363.9 million in SBA 7(a) loans for the six months ended June 30, 2022, which represents an 83.2% increase over $198.6 million SBA 7(a) loan fundings for the six months ended June 30, 2021.
NSBF funded $62.0 million SBA 7(a) loans during July 2022.
NSBF forecasts funding approximately $750 million of SBA 7(a) loans for the full year 2022, which would represent a 33.8% increase over $560.6 million of SBA 7(a) loans funded in 2021.
Newtek Business Lending ("NBL"), forecasts closing approximately $150 million SBA 504 loans for the full year 2022, which would represent a 66.5% increase over $90.1 million of SBA 504 closings in 2021.
Mr. Sloane continued, “We are exceptionally pleased with our quarterly and first half of 2022 performance, in particular given the market headwinds that publicly traded companies are facing, which are out of anyone's control. Our weighted average net gain-on-sale price for the second quarter 2022, which reflects lagging prime rate increases and other capital market pressures, decreased by 2.5% over the first quarter of 2022, however our core business operations were able to make up for the decline by NSBF funding 330 SBA 7(a) loan units in the second quarter 2022, compared to 130 SBA 7(a) loan units in the same period last year. Over our 24-year operating history, we believe that Newtek has demonstrated its ability to push itself through high-rate, low-rate, good credit and poor credit environments, and we believe that it has been able to outperform market participants and competitors. Being able to meet and exceed the midpoint of our ANII targets, even with a 2.5% reduction in weighted average net gain-on-sale pricing for the quarter, is evidence of such resilience. Moreover, we are pleased to report that our borrowers are currently above a 98% currency ratio in our accrual loan portfolio as of June 30, 2022, and remain confident in the manner in which we manage our relationships with our borrowers and work with them to offer the best business and finance solutions available in the market. In addition, I want to commend Newtek’s senior management team and all staff for being able to deliver these strong results while simultaneously positioning the Company for what we believe will be a transition into owning a federally chartered bank, NBNYC (subject to regulatory approvals and closing conditions), which we contracted to purchase slightly over one year ago, and converting Newtek into a bank holding company. We recently received what we believe is an overwhelming shareholder response at our special meeting of shareholders where 89% of Newtek’s shareholders voting at the meeting gave Newtek’s board of directors authorization to discontinue Newtek’s election as a BDC. I have a tremendous appreciation for all of the work our staff has done during the ongoing regulatory application process and to prepare for the closing of the NBNYC acquisition, while simultaneously working tirelessly to deliver above-average results to shareholders during one of the most challenging market environments we have experienced in the last decade. We continue to believe that the required regulatory approvals will be forthcoming within the third quarter of 2022.”
Mr. Sloane further commented, “In a separate press release, issued today, we forecasted our total dividends for the second half of 2022 in a range of $1.00 per share to $1.50 per share, which are expected to be paid by December 31, 2022, and out of taxable income as they always have been paid, subject to Board approval. Newtek has paid a total of $1.40 per share in dividends year to date through June 30, 2022, and we are currently forecasting a full year 2022 dividend of between $2.40 per share and $2.90 per share. We also provided the markets with an illustration of certain financial targets for Newtek for 2023 as a bank holding company, including from an earnings projection and capital-level basis, if we were to receive regulatory approvals and close the acquisition. This illustration can be found on our corporate website at www.newtekone.com in the ‘Investor Relations’ section under ‘Events and Presentations’ and is titled ‘July 2022 Illustration of the NBNYC Acquisition and Conversion of Newtek Business Services Corp. to a Bank Holding Company’. We would like to note that management is even more confident in its decision to acquire a bank and convert to a bank holding company given the change in climate for interest rates, commercial finance, quality spreads, and the hopeful and anticipated targets for capitalization and earnings.”
Mr. Sloane concluded, “Through this new pending structure, in addition to lowering our cost of capital and supporting our overall growth, we believe our ability to deliver superior products as a bank holding company and bank, and satisfy our client’s needs, will be materially enhanced, helping us improve the business prospects of independent business owners through our technology-enabled bank in a significant way. We believe the process of acquiring NBNYC has illuminated how advanced our two-decade-long history of establishing people, processes, and technology is, and may allow us to unlock shareholder value by potentially creating joint ventures with, and licensing our technology to, other market participants and distributing our technology to other financial institutions, including but not limited to community banks, regional banks and credit unions, which we believe could place us in an position to monetize our technological assets and processes. During our earnings conference call we will discuss the NewtekOne DashboardTM, which we will be positioning as “The Newtek AdvantageTM”, which we believe will allow us to offer our future banking clientele the relationships, analytics, software, and transactional capability that other banks simply do not offer. We will discuss this and our financial and operating results on our earnings conference call tomorrow morning at 8:30 am ET, along with what we believe are a plethora of opportunities ahead for our organization.”
Second Quarter 2022 Conference Call and Webcast
A conference call to discuss second quarter 2022 results will be hosted by Barry Sloane, President, Chairman and Chief Executive Officer, and Nicholas Leger, Chief Accounting Officer, tomorrow, Thursday, August 4, 2022 at 8:30 a.m. ET.
Please note, to attend the conference call or webcast, participants should register online at http://investor.newtekbusinessservices.com/events-and-presentations. To receive a dial-in number, participants are requested to register one day in advance or at a minimum 15 minutes before the start of the call. The corresponding presentation will be available in the ‘Events & Presentations’ section of the Investor Relations portion of Newtek’s website at http://investor.newtekbusinessservices.com/events-and-presentations. A replay of the call with the corresponding presentation will be available on Newtek’s website shortly following the live presentation and will be available for a period of 90 days.
1Use of Non-GAAP Financial Measures - Newtek Business Services Corp. and Subsidiaries
In evaluating its business, Newtek considers and uses ANII as a measure of its operating performance. ANII includes short-term capital gains from the sale of the guaranteed portions of SBA 7(a) loans and conventional loans, and beginning in 2016, capital gain distributions from controlled portfolio companies, which are reoccurring events. The Company defines ANII as net investment income (loss) plus net realized gains recognized from the sale of guaranteed portions of SBA 7(a) loan investments, less realized losses on non-affiliate investments, plus the net realized gains on controlled investments, plus or minus the change in fair value of contingent consideration liabilities, plus loss on extinguishment of debt, plus or minus an adjustment for gains or losses on derivative transactions.
We do not designate derivatives as hedges to qualify for hedge accounting and therefore any net payments under, or fluctuations in the fair value of, our derivatives are recognized currently in our GAAP income statement. However, fluctuations in the fair value of the related assets are not included in our income statement. We consider the gain or loss on our hedging positions related to assets that we still own as of the reporting date to be “open hedging positions.” While recognized for GAAP purposes, we exclude the results on the hedges from ANII until the related asset is sold and/or the hedge position is “closed,” whereupon they would then be included in ANII in that period. These are reflected as “adjustment for realized gain/(loss) on derivatives” for purposes of computing ANII for the period. Management believes that excluding these specifically identified gains and losses associated with the open hedging positions adjusts for timing differences between when we recognize changes in the fair values of our assets and changes in the fair value of the derivatives used to hedge such assets.
The term ANII is not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. ANII has limitations as an analytical tool and, when assessing the Company’s operating performance, investors should not consider ANII in isolation, or as a substitute for net investment income, or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, ANII does not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than Newtek, limiting their usefulness as comparative tools. The Company compensates for these limitations by relying primarily on its GAAP results supplemented by ANII. Reconciliation tables showing the adjustments made to net investment income to determine NII are attached to this press release.
2 Note Regarding Dividend Payments
Amount and timing of dividends, if any, remain subject to the discretion of the Company's Board of Directors. The Company's Board of Directors expects that it will maintain its status as a BDC and regulated investment company ("RIC") in the near term, and therefore expects to maintain a dividend policy with the objective of making quarterly distributions in an amount that approximates 90 - 100% of the Company's annual taxable income. The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income for the full year and distributions paid for the full year.
Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions.
Newtek® and Your Business Solutions Company®, are registered trademarks of Newtek Business Services Corp.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, include our ability to close the pending acquisition of the National Bank of New York City (the “Transaction”), obtain required regulatory approvals for the pending Transaction, the timing of the closing of the Transaction, the timing of the Company’s discontinuance from regulation as a BDC under the 1940 Act, projections concerning or considering the pending Transaction, the timing of our our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt to asset ratios, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
SOURCE: Newtek Business Services Corp.
Investor Relations & Public Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@newtekone.com
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In Thousands, except for Per Share Data)
June 30, 2022 December 31, 2021
ASSETS (Unaudited)
Investments, at fair value
SBA unguaranteed non-affiliate investments (cost of $470,399 and $431,970, respectively; includes $312,677 and $344,266, respectively, related to securitization trusts) $ 459,981 $ 424,417
SBA guaranteed non-affiliate investments (cost of $26,595 and $65,728, respectively) 28,192 72,970
Controlled investments (cost of $165,273 and $157,289, respectively) 267,924 260,398
Non-control investments (cost of $1,000 and $1,000, respectively) 1,000 1,000
Total investments at fair value 757,097 758,785
Cash 4,165 2,397
Restricted cash 121,861 184,463
Broker receivable 78,721 44,537
Due from related parties 841 4,395
Servicing assets, at fair value 31,820 28,008
Right of use assets 6,695 7,310
Other assets 25,097 26,666
Total assets $ 1,026,297 $ 1,056,561
LIABILITIES AND NET ASSETS
Liabilities:
Bank notes payable $ 127,414 $ 50,000
2024 Notes (par: $38,250 and $38,250 as of June 30, 2022 and December 31, 2021) 37,790 37,679
2025 6.85% Notes (par: $0 and $15,000 as of June 30, 2022 and December 31, 2021) — 14,545
2025 5.00% Notes (par: $30,000 and $0 as of June 30, 2022 and December 31, 2021) 29,187 —
2026 Notes (par: $115,000 and $115,000 as of June 30, 2022 and December 31, 2021) 112,487 112,128
Notes payable - Securitization trusts (par: $207,582 and $249,750 as of June 30, 2022 and December 31, 2021) 204,690 246,250
Notes payable - related parties 200 11,450
Due to related parties 855 1,490
Lease liabilities 8,323 9,056
Deferred tax liabilities 12,793 12,733
Due to participants 83,050 146,225
Derivative instruments — 183
Accounts payable, accrued expenses and other liabilities 14,976 10,935
Total liabilities 631,765 652,674
Commitment and contingencies
Net assets:
Preferred stock (par value $0.02 per share; authorized 1,000 shares, no shares issued and outstanding) — —
Common stock (par value $0.02 per share; authorized 200,000 shares, 24,187 and 24,159 issued and outstanding, respectively) 480 483
Additional paid-in capital 368,934 367,663
Accumulated undistributed earnings 25,118 35,741
Total net assets 394,532 403,887
Total liabilities and net assets $ 1,026,297 $ 1,056,561
Net asset value per common share $ 16.31 $ 16.72
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, except for Per Share Data)
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Investment income
From non-affiliate investments:
Interest income - PPP loans $ — $ 25,512 $ — $ 49,720
Interest income - SBA 7(a) loans 8,032 6,248 15,111 12,197
Servicing income 3,175 2,787 6,356 5,527
Other income 2,368 1,269 3,947 2,383
Total investment income from non-affiliate investments 13,575 35,816 25,414 69,827
From non-control investments:
Interest income — 124 — 248
Dividend income 21 21 43 47
Total investment income from non-control investments 21 145 43 295
From controlled investments:
Interest income 670 576 1,334 1,109
Dividend income 4,960 51 12,784 51
Total investment income from controlled investments 5,630 627 14,118 1,160
Total investment income 19,226 36,588 39,575 71,282
Expenses:
Salaries and benefits 4,499 5,926 9,608 10,376
Interest 5,828 4,968 10,495 10,040
Depreciation and amortization 60 79 123 164
Professional fees 1,512 859 2,813 2,047
Origination and loan processing 1,882 2,998 4,336 5,969
Origination and loan processing - related party 5,239 4,510 9,268 7,653
Loss on extinguishment of debt 417 — 417 955
Other general and administrative costs 2,043 1,706 3,796 3,341
Total expenses 21,480 21,046 40,856 40,545
Net investment income (loss) (2,254 ) 15,542 (1,281 ) 30,737
Net realized and unrealized gains (losses):
Net realized gain on non-affiliate investments - SBA 7(a) loans 19,891 11,414 35,186 18,807
Net realized gain on derivative transactions — — 445 —
Net unrealized appreciation (depreciation) on SBA guaranteed non-affiliate investments (4,917 ) (1,983 ) (5,645 ) 2,410
Net unrealized appreciation (depreciation) on SBA unguaranteed non-affiliate investments (872 ) 198 (2,862 ) 1,585
Net unrealized appreciation (depreciation) on controlled investments 1,566 (7,920 ) (458 ) (5,545 )
Change in deferred taxes 886 1,356 (57 ) 723
Net unrealized appreciation (depreciation) on non-control investments — (3 ) — 524
Net unrealized appreciation (depreciation) on derivative transactions — (37 ) 183 (37 )
Net unrealized depreciation on servicing assets (781 ) (1,193 ) (2,340 ) (1,706 )
Net realized and unrealized gains $ 15,773 $ 1,832 $ 24,452 $ 16,761
Net increase in net assets resulting from operations $ 13,519 $ 17,374 $ 23,171 $ 47,498
Net increase in net assets resulting from operations per share $ 0.56 $ 0.77 $ 0.96 $ 2.12
Net investment income (loss) per share $ (0.09 ) $ 0.69 $ (0.05 ) $ 1.37
Dividends and distributions declared per common share $ 0.75 $ 0.70 $ 1.40 $ 1.20
Weighted average number of shares outstanding 24,157 22,524 24,156 22,431
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES-
ADJUSTED NET INVESTMENT INCOME RECONCILIATION:
Six months ended Six months ended
(in thousands, except per share amounts) June 30, 2022 Per share June 30, 2021 Per share
Net investment income (loss) $ (1,281 ) $ (0.05 ) $ 30,737 $ 1.37
Net realized gain on non-affiliate investments - SBA 7(a) loans 35,186 1.46 18,807 0.84
Adjustment for realized gain on derivatives (1) 1,010 0.04 — —
Loss on debt extinguishment 417 0.02 955 0.04
Adjusted Net investment income $ 35,332 $ 1.46 $ 50,499 $ 2.25
Note: Amounts may not foot due to rounding
(1) The following is a reconciliation of GAAP net realized gain/(loss) on derivative transactions to our adjustment for realized gain/(loss) on derivatives on closed transactions presented in the computation of ANII in the preceding tables:
Six months ended Six months ended
(in thousands, except per share amounts) June 30, 2022 Per share June 30, 2021 Per share
Net realized gain on derivatives $ 445 $ 0.02 $ — $ —
Hedging realized adjustment on hedging positions closed during current period 565 0.02 — —
Adjustment for realized gain on derivatives $ 1,010 $ 0.04 $ — $ —
Note: Amounts may not foot due to rounding
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES-
ADJUSTED NET INVESTMENT INCOME RECONCILIATION:
Three months ended Three months ended
(in thousands, except per share amounts) June 30, 2022 Per share June 30, 2021 Per share
Net investment income (loss) (2,254 ) (0.09 ) $ 15,542 $ 0.69
Net realized gain on non-affiliate investments - SBA 7(a) loans 19,891 0.82 11,414 0.51
Loss on debt extinguishment 417 0.02 — —
Adjusted Net investment income $ 18,054 $ 0.75 $ 26,956 $ 1.20
Note: Amounts may not foot due to rounding
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
DEBT-TO-EQUITY RATIO - ACTUAL AT JUNE 30, 2022
(in thousands):
Actual Debt-to-Equity Ratio at June 30, 2022
Total senior debt $ 518,446
Total equity $ 394,532
Debt-to-equity ratio - actual 1.31x
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
DEBT-TO-EQUITY RATIO - PROFORMA AT JUNE 30, 2022
(in thousands):
Broker receivable, including premium income receivable $ 78,721
Less: realized gain on sale included in broker receivable (6,589 )
Broker receivable 72,132
90% advance rate on SBA guaranteed non-affiliate portions of loans sold, not settled $ 64,919
Proforma debt adjustments at June 30, 2022:
Total senior debt $ 518,446
Proforma adjustment for broker receivable (64,919 )
Total proforma debt $ 453,527
Proforma Debt-to-Equity ratio at June 30, 2022:
Total proforma debt $ 453,527
Total equity $ 394,532
Debt-to-equity ratio - proforma 1.15x
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Tyler Technologies Reports Earnings for Second Quarter 2022
Source: Business Wire
Total revenues grew 16.0% driven by 28.2% growth in subscriptions
Tyler Technologies, Inc. (NYSE: TYL) today announced financial results for the second quarter ended June 30, 2022.
Second Quarter 2022 Financial Highlights:
Both GAAP and non-GAAP total revenues were $468.7 million, up 16.0% from $404.1 million and 15.6% from $405.4 million, respectively, for the second quarter of 2021. On an organic basis (excluding COVID-related revenues), GAAP revenues grew 6.2% and non-GAAP revenues grew 5.8%.
Recurring revenues from maintenance and subscriptions were $372.6 million, up 16.7% from $319.2 million for the second quarter of 2021, and comprised 79.5% of second quarter 2022 revenue, up from 79.0% for the second quarter of 2021. On an organic basis (excluding COVID-related revenues), recurring revenues were $331.4 million, up 7.7%.
Subscription revenue and software services revenue included a total of $15.2 million from NIC's COVID-related initiatives. Revenues from TourHealth concluded in the second quarter, and revenues from the Virginia rent relief program are expected to wind down in the third quarter.
Operating income was $56.8 million, up 48.2% from $38.3 million for the second quarter of 2021. Non-GAAP operating income was $110.6 million, up 3.0% from $107.4 million for the second quarter of 2021.
Net income was $39.9 million, or $0.94 per diluted share, up 56.5% from $25.5 million, or $0.61 per diluted share, for the second quarter of 2021. Non-GAAP net income was $79.5 million, or $1.88 per diluted share, up 2.9% from $77.2 million, or $1.83 per diluted share, for the second quarter of 2021.
Cash flows from operations were $76.7 million compared to negative $20.3 million for the second quarter of 2021. Free cash flow was $60.0 million compared to negative $33.5 million for the second quarter of 2021.
Adjusted EBITDA was $119.0 million, up 3.8% from $114.7 million for the second quarter of 2021.
Software subscription arrangements comprised approximately 74% of the total new software contract value for the second quarter, compared to approximately 65% for the second quarter of 2021.
Software subscription bookings for the second quarter added $27.6 million in annual recurring revenue.
Annualized non-GAAP recurring revenue (ARR) was $1.49 billion, up 16.3% from $1.28 billion for the second quarter of 2021.
Total backlog was $1.85 billion, up 13.9% from $1.63 billion at June 30, 2021.
“Our market conditions remain strong, reflected by request for proposal and demo activities that continue to trend positively," said Lynn Moore, Tyler's president and chief executive officer. Total revenues grew approximately 16.0%, with organic revenue growth of 6.2%. Subscription revenues grew 28.2% in total and 14.1% organically, marking our 66th consecutive quarter of double-digit subscription revenue growth. Services revenues were flat on an organic basis, as we work to grow our implementation teams to support our growing backlog and anticipated continued sales growth.
"Our NIC division continued to exhibit strength in the second quarter, with core revenue growth of 8%, excluding COVID-related revenues, which we expect to end in the third quarter. Our enthusiasm around cross-sell opportunities with NIC remains high, and the pipeline of those opportunities doubled this quarter.
"Cash flows from operations and free cash flow were both robust at $76.7 million and $60.0 million, respectively. As interest rates continue to rise, we're prioritizing the use of excess cash to aggressively reduce debt, while maintaining flexibility to take advantage of opportunities to pursue strategic acquisitions and investments that survive long-term value.
"Our strong competitive position and the active public sector market resulted in robust second quarter bookings of approximately $562 million, which grew 21% over last year. Excluding NIC, bookings grew 16%. For the trailing twelve months, bookings were approximately $2.0 billion, up 53%, and excluding NIC, were approximately $1.5 billion, growing 21%.
"Subscription agreements comprised 74% of our new software contract value this quarter, as we continue to see an acceleration in the shift of our new contract mix from license to SaaS. In addition, the number of clients converting from on-premises to SaaS reached a new high of 96 in the second quarter. As expected, margins compressed compared to the second quarter of 2021, reflecting changes in revenue mix and costs related to our accelerated transition to the cloud.
"We're pleased with our results for the first half of 2022 and remain confident in our ability to perform at a high level even against a challenging macroeconomic backdrop. That confidence is driven by the unique characteristics of the public sector market, the durability of our business model, and the reliability of our growing recurring revenues from providing mission-critical solutions to our clients.
"While our revenue and operating margin expectations for the full year have not changed, we have adjusted our earnings guidance to reflect changes in our assumptions around interest expense, given current expectations for interest rate hikes and accelerated non-cash amortization of debt discounts and issuance costs associated with our prepayment of debt," concluded Moore.
Guidance for 2022
As of July 27, 2022, Tyler Technologies is providing the following guidance for the full year 2022:
GAAP and non-GAAP total revenues are both expected to be in the range of $1.835 billion to $1.870 billion.
Total revenues are expected to include approximately $44 million of COVID-related revenues from NIC's TourHealth and rent relief services. Revenues from TourHealth concluded in the second quarter, while revenues from the rent relief program are expected to wind down in the third quarter.
GAAP diluted earnings per share are expected to be in the range of $3.60 to $3.76 and may vary significantly due to the impact of stock incentive awards on the GAAP effective tax rate.
Non-GAAP diluted earnings per share are expected to be in the range of $7.36 to $7.52.
Interest expense is expected to be approximately $30 million, including approximately $7.5 million of non-cash amortization of debt discounts and issuance costs. This represents an increase of approximately $7 million compared to our previous guidance, based on current expectations for rate hikes and accelerated non-cash amortization of debt discounts and issuance costs associated with debt repayments, with an impact on both GAAP and non-GAAP diluted earnings per share of approximately $0.12 per share.
Pretax non-cash, share-based compensation expense is expected to be approximately $107 million.
Research and development expense is expected to be in the range of $98 million to $101 million.
Fully diluted shares for the year are expected to be in the range of 42.4 million to 42.8 million shares.
GAAP earnings per share assumes an estimated annual effective tax rate of approximately 22.0% after discrete tax items, including approximately $8 million of discrete tax benefits related to share-based compensation.
The non-GAAP annual effective tax rate is expected to be 24%.
Capital expenditures are expected to be in the range of $58 million to $62 million, including approximately $34 million of capitalized software development costs. Total depreciation and amortization expense is expected to be approximately $144 million, including approximately $109 million from amortization of acquisition intangibles.
GAAP to non-GAAP guidance reconciliation
Non-GAAP diluted earnings per share excludes the estimated full-year impact of non-cash share-based compensation expense and employer portion of payroll tax related to employee stock transactions of approximately $107 million, amortization of acquired software and intangible assets of approximately $109 million, and acquisition-related costs of approximately $1 million. Additionally, the non-GAAP tax rate of 24% is estimated periodically as described below under "Non-GAAP Financial Measures" and excludes approximately $8 million of estimated discrete tax benefits that are included in the GAAP estimated annual effective tax rate.
Conference Call
Tyler Technologies will hold a conference call on Thursday, July 28, 2022 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: https://conferencingportals.com/event/dXimaDxA. Registered participants will receive an email with a calendar reminder and 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 888-330-2506 (U.S. and Canada callers) or 240-789-2712 (international callers) and ask for the “Tyler Technologies” call. The live audio webcast and archived replay can also be accessed at http://investors.tylertech.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 37,000 successful installations across more than 12,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including Government Technology's GovTech 100 list and Forbes' "Most Innovative Growth Companies" list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.
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, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, expenses associated with amortization of intangibles arising from business combinations and acquisition-related expenses.
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 annual 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, including inflation and increases in interest rates; (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 June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Software licenses and royalties
$
15,009
$
17,604
$
31,515
$
32,537
Subscriptions
255,816
199,558
501,259
302,037
Software services
63,125
53,337
124,622
100,977
Maintenance
116,815
119,621
233,844
238,733
Appraisal services
8,812
6,265
17,330
12,730
Hardware and other
9,108
7,690
16,222
11,863
Total revenues
468,685
404,075
924,792
698,877
Software licenses and royalties
2,869
1,368
5,478
2,604
Amortization of acquired software
14,039
11,823
27,260
19,787
Subscriptions, software services and maintenance
244,192
199,771
481,088
334,091
Appraisal services
5,976
4,429
11,912
9,046
Hardware and other
8,161
4,623
13,188
7,081
Total cost of revenues
275,237
222,014
538,926
372,609
Gross profit
193,448
182,061
385,866
326,268
Selling, general and administrative expenses
99,701
108,922
197,596
187,696
Research and development expense
23,386
23,428
47,327
45,241
Amortization of customer and trade name intangibles
13,604
11,420
28,318
16,832
Operating income
56,757
38,291
112,625
76,499
Interest expense
(6,214
)
(12,437
)
(11,018
)
(12,915
)
Other income, net
216
238
581
804
Income before income taxes
50,759
26,092
102,188
64,388
Income tax provision
10,813
562
22,258
1,882
Net income
$
39,946
$
25,530
$
79,930
$
62,506
Earnings per common share:
Basic
$
0.96
$
0.63
$
1.93
$
1.53
Diluted
$
0.94
$
0.61
$
1.88
$
1.48
Weighted average common shares outstanding:
Basic
41,500
40,765
41,499
40,761
Diluted
42,321
42,094
42,449
42,148
TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of non-GAAP total revenues
2022
2021
2022
2021
GAAP total revenues
$
468,685
$
404,075
$
924,792
$
698,877
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
1,288
—
1,288
Non-GAAP total revenues
$
468,685
$
405,363
$
924,792
$
700,165
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of non-GAAP gross profit and margin
2022
2021
2022
2021
GAAP gross profit
$
193,448
$
182,061
$
385,866
$
326,268
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
1,288
—
1,288
Add: Share-based compensation expense included in cost of
revenues
6,867
5,909
13,639
10,909
Add: Amortization of acquired software
14,039
11,823
27,260
19,787
Non-GAAP gross profit
$
214,354
$
201,081
$
426,765
$
358,252
GAAP gross margin
41.3
%
45.1
%
41.7
%
46.7
%
Non-GAAP gross margin
45.7
%
49.6
%
46.1
%
51.2
%
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of non-GAAP operating income and margin
2022
2021
2022
2021
GAAP operating income
$
56,757
$
38,291
$
112,625
$
76,499
Non-GAAP adjustments:
Add: Write-downs of acquisition-related deferred revenue
—
1,288
—
1,288
Add: Share-based compensation expense
25,800
25,175
51,079
50,899
Add: Employer portion of payroll tax related to employee stock
transactions
398
393
1,110
1,160
Add: Acquisition related costs
—
19,017
1,031
19,830
Add: Amortization of acquired software
14,039
11,823
27,260
19,787
Add: Amortization of customer and trade name intangibles
13,604
11,420
28,318
16,832
Non-GAAP adjustments subtotal
53,841
69,116
108,798
109,796
Non-GAAP operating income
$
110,598
$
107,407
$
221,423
$
186,295
GAAP operating margin
12.1
%
9.5
%
12.2
%
10.9
%
Non-GAAP operating margin
23.6
%
26.5
%
23.9
%
26.6
%
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of non-GAAP net income and earnings per share
2022
2021
2022
2021
GAAP net income
$
39,946
$
25,530
$
79,930
$
62,506
Non-GAAP adjustments:
Add: Total non-GAAP adjustments to operating income
53,841
69,116
108,798
109,796
Add: Acquisition related costs in interest expense
—
6,407
—
6,407
Less: Tax impact related to non-GAAP adjustments
(14,290
)
(23,826
)
(28,378
)
(41,460
)
Non-GAAP net income
$
79,497
$
77,227
$
160,350
$
137,249
GAAP earnings per diluted share
$
0.94
$
0.61
$
1.88
$
1.48
Non-GAAP earnings per diluted share
$
1.88
$
1.83
$
3.78
$
3.26
Three Months Ended June 30,
Six Months Ended June 30,
Detail of share-based compensation expense
2022
2021
2022
2021
Subscriptions, software services and maintenance
$
6,867
$
5,909
$
13,639
$
10,909
Selling, general and administrative expenses
18,933
19,266
37,440
39,990
Total share-based compensation expense
$
25,800
$
25,175
$
51,079
$
50,899
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of EBITDA and adjusted EBITDA
2022
2021
2022
2021
GAAP net income
$
39,946
$
25,530
$
79,930
$
62,506
Amortization of customer and trade name intangibles
13,604
11,420
28,318
16,832
Depreciation and amortization included in cost of revenues, SG&A and other expenses
22,681
19,248
44,616
34,178
Amortization of debt discounts and issuance costs included in interest expense
1,139
8,706
2,271
8,950
Interest expense
5,066
3,732
8,747
3,966
Income tax provision (benefit)
10,813
562
22,258
1,882
EBITDA
$
93,249
$
69,198
$
186,139
$
128,314
Write-downs of acquisition-related deferred revenue
—
1,288
—
1,288
Share-based compensation expense
25,800
25,175
51,079
50,899
Acquisition related costs
—
19,017
1,031
19,830
Adjusted EBITDA
$
119,049
$
114,678
$
238,249
$
200,331
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation of free cash flow
2022
2021
2022
2021
Net cash provided by operating activities
$
76,679
$
(20,347
)
$
130,220
$
51,356
Less: additions to property and equipment
(8,178
)
(7,659
)
(12,757
)
(14,223
)
Less: capitalized software development costs
(8,516
)
(5,471
)
(16,463
)
(8,947
)
Free cash flow
$
59,985
$
(33,477
)
$
101,000
$
28,186
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
June 30, 2022
December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
253,062
$
309,171
Accounts receivable, net
597,560
521,059
Short-term investments
34,466
52,300
Prepaid expenses and other current assets
69,647
63,664
Income tax receivable
2,552
18,137
Total current assets
957,287
964,331
Accounts receivable, long-term portion
12,665
13,937
Operating lease right-of-use assets
40,577
39,720
Property and equipment, net
177,907
181,193
Other assets:
Software development costs, net
43,505
28,489
Goodwill
2,449,638
2,359,674
Other intangibles, net
1,032,786
1,052,493
Non-current investments
26,464
46,353
Other non-current assets
46,217
45,971
Total assets
$
4,787,046
$
4,732,161
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
264,908
$
278,412
Operating lease liabilities
10,363
10,560
Deferred revenue
528,588
510,529
Current portion of term loans
30,000
30,000
Total current liabilities
833,859
829,501
Revolving line of credit
—
—
Term loans
639,464
718,511
Convertible senior notes due 2026, net
593,624
592,765
Deferred revenue, long-term
—
38
Deferred income taxes
216,947
228,085
Operating lease liabilities, long-term
36,018
36,336
Other long-term liabilities
8,807
2,893
Total liabilities
2,328,719
2,408,129
Shareholders' equity
$
2,458,327
$
2,324,032
Total liabilities and shareholders' equity
$
4,787,046
$
4,732,161
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Cash flows from operating activities:
Net income
$
39,946
$
25,530
$
79,930
$
62,506
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization
37,717
39,876
75,866
60,976
Losses (gains) from sale of investments
2
—
(53
)
—
Share-based compensation expense
25,800
25,175
51,079
50,899
Operating lease right-of-use assets expense
2,022
2,488
5,104
4,034
Deferred income tax benefit
(9,698
)
(3,163
)
(19,136
)
(6,430
)
Changes in operating assets and liabilities, exclusive of effects of acquired companies
(19,110
)
(110,253
)
(62,570
)
(120,629
)
Net cash provided (used) by operating activities
76,679
(20,347
)
130,220
51,356
Cash flows from investing activities:
Additions to property and equipment
(8,178
)
(7,659
)
(12,757
)
(14,223
)
Purchase of marketable security investments
—
(15,299
)
(4,592
)
(68,054
)
Proceeds and maturities from marketable security investments
17,923
56,364
40,595
91,395
Investment in software
(8,516
)
(5,471
)
(16,463
)
(8,947
)
Cost of acquisitions, net of cash acquired
(615
)
(1,986,853
)
(117,313
)
(1,998,902
)
Other
181
(80
)
152
39
Net cash provided (used) by investing activities
795
(1,958,998
)
(110,378
)
(1,998,692
)
Cash flows from financing activities:
Decrease in net borrowings on revolving line of credit
—
65,000
—
65,000
Payment on term loans
(60,000
)
—
(80,000
)
—
Proceeds from term loans
—
900,000
—
900,000
Proceeds from issuance of convertible senior notes
—
—
—
600,000
Payment of debt issuance costs
—
(21,107
)
—
(27,127
)
Purchase of treasury shares
—
(12,975
)
—
(12,975
)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award
(12,152
)
11,286
(4,107
)
29,388
Contributions from employee stock purchase plan
4,478
3,162
8,156
6,200
Net cash (used) provided by financing activities
(67,674
)
945,366
(75,951
)
1,560,486
Net increase (decrease) in cash and cash equivalents
9,800
(1,033,979
)
(56,109
)
(386,850
)
Cash and cash equivalents at beginning of period
243,262
1,250,752
309,171
603,623
Cash and cash equivalents at end of period
$
253,062
$
216,773
$
253,062
$
216,773
View source version on businesswire.com: https://www.businesswire.com/news/home/20220727005970/en/
Brian K. Miller
Executive Vice President & CFO
Tyler Technologies, Inc.
972-713-3720
brian.miller@tylertech.com
https://t.me/otcupdates/29099
OTC Updates
CXCQ
.0003
Expert Market, AS: 75M, OS: 75M, US: 17M
Officer(s) Removed:
John Lawrence Thomas, Counsel
Public Float Updated:
3,675,933 (2018-12-31)
17,202,101 (2022-07-20)
Difference: +368.0% (+13M)
Note: More than 3 years passed since the last update, the difference might not represent the business development correctly
Profile is now Verified
Product Services Description Added.
CardXX, Inc. is in the business of manufacturing and licensing secure and intelligent Smart Cards, Key Fobs, and other portable devices using its proprietary, patented low-temperature and low-pressure encapsulation process known as the Reaction Assisted Molded Process (RAMP). RAMP is used to securely integrate a mini-computer, microcircuit, Integrated Circuit, Radio Frequency antennae, or a Radio Frequency Identification element into a small form factor Smart Card or Smart Tag.
Facilities Description Added.
The Company currently has no facilities other than its current place of business address.
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Update: 2022-07-21 15:08:02 (UTC