Market Newsdesk

August 14, 2023 6:54 am

Fluor Corporation Announces Expiration of Cash Tender Offer for Its 3.500% Senior Notes Due 2024

Fluor Corporation Announces Expiration of Cash Tender Offer for Its 3.500% Senior Notes Due 2024

IRVING, Texas–(BUSINESS WIRE)–
Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced the expiration of its cash tender offer to purchase (the “Offer”) any and all of the outstanding 3.500% Senior Notes due 2024 (the “2024 Notes”). The tender offer described herein was made on the terms and conditions set forth in the Offer to Purchase, dated August 7, 2023 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The tender offer expired at 5:00 p.m., New York City time, on August 11, 2023 (the “Expiration Date”). The settlement date for the Offer will be on or about August 16, 2023 (the “Settlement Date”).

According to information provided by D.F. King & Co., Inc., $114,770,000 aggregate principal amount of the 2024 Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $149,000 aggregate principal amount of the 2024 Notes were tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures”) and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides certain information about the tender offer, including the aggregate principal amount of the 2024 Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of 2024 Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date.

The Company plans to accept for purchase $114,770,000 combined aggregate principal amount of 2024 Notes under the tender offer (excluding 2024 Notes delivered pursuant to the Guaranteed Delivery Procedures).

Series of Notes	CUSIP/ISIN Numbers	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Tendered (1)	Principal Amount Reflected in Notices of Guaranteed Delivery
3.500% Senior Notes due 2024	343412AC6 / US343412AC69	$381,014,000	$114,770,000	$149,000

(1) The amounts exclude the principal amount of 2024 Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. 2024 Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on August 15, 2023. Holders of 2024 Notes must validly tender and not validly withdraw their 2024 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive $975.03 in cash for each $1,000 principal amount of the 2024 Notes on the Settlement Date (the “Consideration”). In addition to the Consideration, Holders whose 2024 Notes are accepted for purchase will receive a cash payment representing the accrued and unpaid interest on such 2024 Notes from the last interest payment date up to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all accepted 2024 Notes, including those tendered through the Guaranteed Delivery Procedures.

The Company retained BofA Securities, BNP Paribas Securities Corp. and Wells Fargo Securities to act as the dealer managers and D.F. King & Co., Inc. to act as the tender and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities at +1 (888) 292-0070 (toll-free) or [email protected], BNP Paribas Securities Corp. at +1 (888) 210-4358 (toll-free) or [email protected], or Wells Fargo Securities at +1 (866) 309-6316 (toll-free) or [email protected]. Requests for copies of the Offer to Purchase and questions regarding the tendering of 2024 Notes may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (800) 791-3319 (all others, toll-free) or email [email protected]. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: www.dfking.com/fluor.

None of the Company, the Dealer Managers, the Tender and Information Agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether Holders should tender or refrain from tendering 2024 Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2024 Notes and, if so, the principal amount of the 2024 Notes to tender.

This news release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders of the 2024 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 40,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $13.7 billion in 2022 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years.

Forward-Looking Statements

This release may contain forward-looking statements (including without limitation information concerning the terms and timing for completion of the Offer and the expected settlement date thereof and statements to the effect that the Company or its management “will,” “believes,” “expects,” “anticipates,” “plans” or other similar expressions). Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.

Additional information concerning factors that could affect the Company’s results can be found in the Company’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s Form 10-K filed on February 21, 2023. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814293181/en/

Brett Turner

Media Relations

864.281.6976 tel

Jason Landkamer

Investor Relations

469.398.7222 tel

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Engineering Architecture Other Construction & Property Manufacturing Construction & Property Building Systems

MEDIA:

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August 14, 2023 6:53 am

TherapeuticsMD Announces Second Quarter 2023 Financial Results

TherapeuticsMD Announces Second Quarter 2023 Financial Results

BOCA RATON, Fla.–(BUSINESS WIRE)–
TherapeuticsMD, Inc. (“TherapeuticsMD” or the “Company”) (NASDAQ: TXMD), a company that owns rights to pharmaceutical royalties, today reported financial results for the second quarter ended June 30, 2023.

“The Company’s transformation into a royalty-based business is ongoing. As we phase out our historical business operations, we remain focused on reducing costs and conserving cash,” stated Marlan D. Walker, Chief Executive Officer of TherapeuticsMD.

Second Quarter 2023 Financial Results

Net Loss from Continuing Operations

Net loss from continuing operations was $2.4 million for the quarter ended June 30, 2023, or $(0.24) per basic and diluted common share, compared to a net loss from continuing operations of $14.9 million, or $(1.70) per basic and diluted common share, for the comparable period in 2022.

License and Service Revenues from Continuing Operations

License and service revenues from continuing operations, which are revenues related to license agreements, were $0.4 million for the quarter ended June 30, 2023, compared to $0.3 million in license and service revenue related to sales to other licensees for the second quarter of 2022. This increase was a result of the Company’s transformation and transition from a manufacturing and commercialization business to a royalty-based business with revenue from the Mayne License Agreement.

Total Operating Expenses from Continuing Operations

Total operating expenses from continuing operations for the second quarter of 2023 were approximately $2.9 million, a decrease of approximately $11.9 million, or approximately 80.4%, compared to the second quarter of 2022. This decrease was due to the transition of the Company’s business from a manufacturing and commercialization business to a royalty-based business with limited infrastructure.

About TherapeuticsMD

TherapeuticsMD was previously a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, the Company changed its business to become a pharmaceutical royalty company, primarily collecting royalties from its licensees. The Company is no longer engaging in research and development or commercial operations.

Forward-Looking Statements

This press release by TherapeuticsMD, Inc. may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and the company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the following: whether Mayne Pharma will be successful at commercializing the products that it licensed and acquired from TherapeuticsMD; whether the company is successful in winding down its operations and the costs associated therewith, including the company’s ability to obtain any additional financing necessary therefor and any adjustments to the net working capital purchased as part of the Mayne Pharma transaction; whether the company is successful in identifying strategic pathways to create additional shareholder value; the company’s ability to remain listed on Nasdaq; the impact of product liability lawsuits; the impact of leadership transitions; and the volatility of the trading price of the company’s common stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814067667/en/

Marlan D. Walker

Chief Executive Officer

561-961-1900

[email protected]

Lisa M. Wilson

In-Site Communications, Inc.

212-452-2793

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Family Health Consumer Women Baby/Maternity General Health Pharmaceutical

MEDIA:

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August 14, 2023 6:51 am

BioNTech Expands Management Board by Appointing James Ryan as Chief Legal Officer

MAINZ, Germany, August 14, 2023 – BioNTech SE (Nasdaq: BNTX, “BioNTech” or “the Company”) announced that the Supervisory Board has appointed James Ryan, Ph.D., to the Management Board as Chief Legal Officer (CLO), effective September 1, 2023. As part of the Management Board, James Ryan will continue to lead the Company’s corporate legal strategy and global legal operations including transactions, corporate governance, securities, intellectual property (IP), insurance, data privacy, among others. Prior to his appointment to the Management Board, James Ryan served as the Company’s General Counsel and Senior Vice President Legal & IP.

“We are looking forward to welcoming James Ryan to the Management Board. Since joining BioNTech in 2018, he has been a trusted advisor and a proven senior leader, given his extensive global experience across key healthcare legal and compliance domains,” said Helmut Jeggle, Chairman of the BioNTech Supervisory Board. “James Ryan has played a pivotal role in BioNTech’s development from a private business into a globally integrated biopharmaceutical company. He combines scientific and legal expertise in an extraordinary manner, contributing to BioNTech’s continued success and growth trajectory. We also value James for his contributions to strengthen BioNTech’s unique culture and his commitment to continue to do so in the future.”

“BioNTech is entering a decisive phase in the Company’s transformation. As our pipeline candidates move into later stages of clinical development, we are working towards trials with registrational potential and focus on building commercial capabilities for potential market launches,” said James Ryan, Senior Vice President Legal & IP and Chief Legal Officer-designate at BioNTech. “I believe BioNTech has a unique opportunity to contribute to improving the health of people worldwide and I am looking forward to help accomplish this crucial mission as part of the Management Board.”

James Ryan has nearly 20 years of global legal and IP expertise in the pharmaceutical industry. He joined BioNTech in July 2018. Since then, he has guided the Company through a wide range of key business, IP and transactional activities, equity capital markets transactions including the Company’s IPO in 2019, mergers and acquisitions, and strategic collaborations. He and his teams played a pivotal role in the successful development of the Pfizer-BioNTech COVID-19 Vaccine, supporting every aspect of the program, its launch and commercialization.

James Ryan has a Ph.D. in epigenetics from the University of St Andrews, is a member of the Law Society of England & Wales and is a member of the Law Society of Ireland.

Supporting material: Photos of Helmut Jeggle and James Ryan, Ph.D. can be found in BioNTech’s newsroom.

About BioNTech

Biopharmaceutical New Technologies (BioNTech) is a next generation immunotherapy company pioneering novel therapies for cancer and other serious diseases. The Company exploits a wide array of computational discovery and therapeutic drug platforms for the rapid development of novel biopharmaceuticals. Its broad portfolio of oncology product candidates includes individualized and off-the-shelf mRNA-based therapies, innovative chimeric antigen receptor (CAR) T cells, several protein-based therapeutics, including bispecific immune checkpoint modulators, targeted cancer antibodies and antibody-drug conjugate (ADC) therapeutics, as well as small molecules. Based on its deep expertise in mRNA vaccine development and in-house manufacturing capabilities, BioNTech and its collaborators are developing multiple mRNA vaccine candidates for a range of infectious diseases alongside its diverse oncology pipeline. BioNTech has established a broad set of relationships with multiple global pharmaceutical collaborators, including DualityBio, Fosun Pharma, Genentech, a member of the Roche Group, Genevant, Genmab, OncoC4, Regeneron, Sanofi, and Pfizer.

For more information, please visit www.BioNTech.com.

BioNTech Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not be limited to, statements concerning: the potential benefits of BioNTech’s leadership hires; BioNTech’s research and development programs, including statements regarding studies or trials with registrational potential and related preparatory work and the availability of results; and BioNTech’s focus on building commercial capabilities for potential market launches. In some cases, forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors, many of which are beyond BioNTech’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: discussions with regulatory agencies regarding timing and requirements for additional clinical trials; the ability to produce comparable clinical results in future clinical trials; competition related to BioNTech’s product candidates, including those with different mechanisms of action and different manufacturing and distribution constraints, on the basis of, among other things, efficacy, cost, convenience of storage and distribution, breadth of approved use, side-effect profile and durability of immune response; the timing of and BioNTech’s ability to obtain and maintain regulatory approval for BioNTech’s product candidates; BioNTech’s and its counterparties’ ability to manage and source necessary resources; BioNTech’s ability to identify research opportunities and discover and develop investigational medicines; the ability and willingness of BioNTech’s third-party collaborators to continue research and development activities relating to BioNTech’s development candidates and investigational medicines; BioNTech’s and its collaborators’ ability to commercialize and market its product candidates, if approved; BioNTech’s ability to manage its development and expansion; regulatory developments in the United States and other countries; BioNTech’s ability to effectively scale BioNTech’s production capabilities and manufacture BioNTech’s product candidates; and other factors not known to BioNTech at this time.

You should review the risks and uncertainties described under the heading “Risk Factors” in BioNTech’s Report on Form 6-K for the period ended June 30, 2023 and in subsequent filings made by BioNTech with the U.S. Securities and Exchange Commission (“SEC”), , which are available on the SEC’s website at www.sec.gov. Except as required by law, BioNTech disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on BioNTech’s current expectations and speak only as of the date hereof.

CONTACTS

BioNTech

Media Relations
Jasmina Alatovic
+49 (0)6131 9084 1513
[email protected]

Investor Relations
Victoria Meissner, M.D.
+1 617 528 8293
[email protected]

August 14, 2023 6:49 am

Castellum, Inc. Announces Strong Second Quarter Financial Results

BETHESDA, Md., Aug. 14, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (NYSE-American: CTM) (the “Company”), a cybersecurity and electronic warfare company focused on the federal government, announces highlights of its operating results for its second quarter ended June 30, 2023.

Second Quarter 2023 Financial Highlights:

Revenues were $12.5 million compared to $9.9 million during the first quarter of 2023.
Gross profit was $5.2 million compared to $4 million during the first quarter of 2023.
Operating loss, inclusive of all non-cash charges ($2.0 million), was $1.9 million compared to $4.7 million during the first quarter of 2023.
Cash provided by operating activities was $0.6 million compared to negative $2.4 million during the first quarter of 2023.
Non-GAAP Recurring Cash Operating Profit was positive $86 thousand for the second quarter compared to negative $455 thousand during the first quarter of 2023.

Castellum, Inc.’s
full financial results for the three and six months ended June 30, 2023, will be published later today on Form 10-Q at www.sec.gov.

“We are proud to announce another strong quarter for Castellum,” said Mark Fuller, President and CEO of Castellum. “Revenue was a record for the quarter, gross margins remain strong north of 40%, and recurring cash operating profit moved back to positive territory. Our cost-cutting started in Q2 and we should see more impact in Q3 and full impact in Q4. With our growing pipeline of business development opportunities, our prospects for organic growth are the best they have ever been. We also continue to selectively look at M&A opportunities.”

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 Item 1A. “Risk Factors” section of the Company’s Form 10-Q and other filings with the Securities and Exchange Commission which can be viewed at www.sec.gov. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

Non-GAAP Financial Measures and Key Performance Metrics

This press release contains Non-GAAP Recurring Cash Operating Profit (Loss), which is a Non-GAAP financial measure that is used by management to measure the Company’s operating performance. A reconciliation of this measure to the most directly comparable GAAP financial measure is contained herein. To the extent required, statements disclosing the definition, utility, and purpose of this measure is also set forth herein.

Definition:

Non-GAAP Recurring Cash Operating Profit (Loss) represents the Company’s GAAP operating loss excluding non-cash charges such as stock-based compensation, depreciation, amortization, and change in the value of contingent earnout as well as any non-recurring charges.

Utility and Purpose:

The Company discloses Non-GAAP Recurring Cash Operating Profit (Loss) because this Non-GAAP measure is used by management to evaluate our business, measure its operating performance, and make strategic decisions. We believe Non-GAAP Recurring Cash Operating Profit (Loss) is useful for investors and others in understanding and evaluating our operating results in the same manner as its management. However, Non-GAAP Recurring Cash Operating Profit (Loss) is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for GAAP operating loss or any other operating performance measure calculated in accordance with GAAP. Using this Non-GAAP measure to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report a measure titled Non-GAAP Recurring Cash Operating Profit (Loss), this measure may be calculated differently from how we calculate this Non-GAAP financial measure, which reduces its overall usefulness as a comparative measure. Because of these inherent limitations, you should consider Non-GAAP Recurring Cash Operating Profit (Loss) alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.

Castellum, Inc.

Reconciliation of unaudited Non-GAAP Recurring Cash Operating Profit to Operating Loss

Three Months Ended June 30, 2023

Revenues	$	12,475,802
Gross profit		5,211,818
Operating loss		(1,893,891	)

Non-cash charges:
Depreciation and amortization		680,407
Stock based compensation		1,216,194
Gain from change in value of contingent earnout		83,000
Total non-cash charges		1,979,601

Non-GAAP Recurring Cash Operating Profit	$	85,710

Contact:

Mark Fuller, President & CEO
[email protected]
301-961-4895

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7e9db10a-77ad-4c2f-a737-3b509ac37274

August 14, 2023 6:48 am

MSCI announces acquisition of Burgiss, expanding private assets leadership and strengthening multi-asset class offering

MSCI announces acquisition of Burgiss, expanding private assets leadership and strengthening multi-asset class offering

Firms combine best-in-class private market data and analytics with leading public market expertise
Reinforces commitment to driving innovation and improving transparency in global private asset investing
MSCI to host conference call today, August 14, at 11:00 AM ET

NEW YORK–(BUSINESS WIRE)–
MSCI Inc. (NYSE: MSCI), a leading provider of mission-critical decision support tools and services for the global investment community, today announced it has entered into a definitive agreement to acquire the remaining 66% of The Burgiss Group, LLC (“Burgiss”) for $697 million in cash. Burgiss is a Hoboken, New Jersey-based market-leading provider of data, analytics, and technology solutions for investors in private assets. Since its initial investment in January 2020, MSCI will have invested an aggregate of $913 million to acquire all of Burgiss.

With over 35 years of expertise in alternative investments, Burgiss offers private asset data, analytics, and software applications, including leading research-quality performance data that dates back to 1978. The Burgiss dataset covers over 13,000 private asset funds around the world, representing $15 trillion in cumulative investments across private equity, private real estate, private debt, infrastructure, and natural resources in 195 countries. Burgiss serves approximately 1,000 clients – limited partners, general partners, and financial intermediaries – in 40 countries with 650+ employees across the U.S., Europe, Asia Pacific, and South Africa.

Burgiss’ leadership across all private asset classes complements MSCI’s own leading position in private real estate, which includes Real Capital Analytics, acquired in September 2021. MSCI currently offers private real estate data and analytics covering over one million properties representing more than $45 trillion in transactions and portfolio assets in over 170 countries. The acquisition of Burgiss will provide MSCI with comprehensive data and deep expertise in all private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics. MSCI will also enable investors to compare performance and risk across both private and public asset classes, which will facilitate more efficient asset allocations.

This acquisition will also expand MSCI’s robust suite of multi-asset class technology solutions with the industry leading Burgiss Caissa Platform, developed exclusively for institutional investors and providing a comprehensive view of the drivers of performance and risk in both public and private investments in total portfolios.

Henry Fernandez, Chairman and Chief Executive Officer, MSCI, said: “The acquisition of Burgiss marks a transformational milestone for MSCI and reinforces our commitment to driving innovation and transparency across the global private asset investment landscape. By combining Burgiss’ comprehensive private asset data and analytics with MSCI’s expertise in research, analytics, data and technology for investments across public asset classes, we are aiming to redefine total portfolio investing and build solutions that can help investors manage their complex portfolios and make better informed decisions.

“Burgiss will help us expand one of our key strategic growth opportunities and generate substantial value for our shareholders over time. I am confident that our pre-existing partnership with Burgiss will support our successful integration of this new business,” he added.

Jim Kocis, Founder and Chief Executive Officer, Burgiss, commented: “The combination with MSCI marks a significant landmark event in Burgiss’ journey.In this next phase, our combined capabilities are poised to create even more powerful solutions that can help better navigate and drive innovation across private assets.”

MSCI anticipates funding the purchase consideration from existing liquidity sources. Burgiss is expected to generate over $90 million of revenue in 2023 with an EBITDA margin and operating income margin in the mid-teens. The transaction is expected to close in the fourth quarter of 2023, subject to regulatory approvals and customary closing conditions. Burgiss’ financial results will be presented as part of MSCI’s All Other – Private Assets reportable segment.

MSCI’s senior management will host a conference call to review this transaction on Monday, August 14, 2023, at 11:00 a.m. Eastern Time. To listen to the live event, visit the events and presentations section of MSCI’s Investor Relations homepage, https://ir.msci.com/events-and-presentations, or dial 1-800-715-9871 conference ID: 6900615. A slide presentation discussing the transaction has been published on MSCI’s Investor Relations website.

Davis Polk & Wardwell LLP acted as legal adviser to MSCI on the transaction.

About MSCI Inc.

MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 50 years of expertise in research, data, and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process. To learn more, please visit www.msci.com. MSCI#IR

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements relating to the planned acquisition of The Burgiss Group, LLC and prospects for the newly acquired business. These forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 10, 2023 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.

Non-GAAP Financial Measures and Other Measures

Measures relating to Burgiss financial results are unaudited and not presented in accordance with generally accepted accounting principles (GAAP). Burgiss EBITDA margin is a non-GAAP measure. This non-GAAP measure should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Burgiss EBITDA margin represents Earnings Before Interest, Income Taxes, Depreciation and Amortization (EBITDA) divided by revenues. EBITDA is defined by Burgiss as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements and (4) amortization of intangible assets.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814091346/en/

Investor Inquiries

[email protected]

Jeremy Ulan +1 646 778 4184

[email protected]

Jisoo Suh +1 917 825 7111

Media Inquiries

[email protected]

Sam Wang +1 212 804 5244

Melanie Blanco +1 212 981 1049

Konstantinos Makrygiannis +44 (0) 7768 930056

Tina Tan +852 2844 9320

MSCI Global Client Services

EMEA Client Service + 44 20 7618.2222

Americas Client Service +1 888 588 4567 (toll free)

Asia Pacific Client Service + 852 2844 9333

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Data Management Technology Finance Software Asset Management

MEDIA:

Posted on August 14, 2023 6:39 am
Magic Software Reports Second Quarter 2023 Financial Results

Revenues for the
second
quarter
of
2023 increased by
approximately
0.4
% to a record-breaking
second
quarter result of $
137
.
6
million
and 4.4% on a constant currency basis
, compared to $
137
.
0
million in the same period of the previous year.

Operating income
for the
second
quarter
of 2023 increased by approximately
3.2
% to a record-breaking
second
quarter result of $
15
.
4
million
and 7.3% on a constant currency basis
, compared to $
15
.
0
million in the same period of the previous year.

OR YEHUDA, Israel, Aug. 14, 2023 (GLOBE NEWSWIRE) — Magic Software Enterprises Ltd. (NASDAQ and TASE: MGIC) (“the Company”), a global provider of IT consulting services and end-to-end integration and application development platforms solutions, announced today its financial results for the second quarter ended June 30, 2023.

Summary Results for the Second Quarter 2023 (USD in millions, except per share data)

GAAP Non-GAAP

Q2 2023 Q2 2022 % Change Q2 2023 Q2 2022 % Change

Revenues $ 137.6 $ 137.0 0.4% $ 137.6 $ 137.0 0.4%

Gross Profit $ 40.3 $ 36.6 10.1% $ 41.6 $ 38.2 9.1%

Gross Margin 29.3% 26.7% 260 bps 30.3% 27.9% 240 bps

Operating Income $ 15.4 $ 15.0 3.2% $ 18.4 $ 17.8 3.7%

Operating Margin 11.2% 10.9% 30 bps 13.4% 13.0% 40 bps

Net Income (*) $ 11.3 $ 9.6 18.2% $ 13.5 $ 11.7 15.6%

Diluted EPS $ 0.23 $ 0.19 21.1% $ 0.28 $ 0.24 16.7%

(*) Attributable to Magic Software’s shareholders.

Financial Highlights for the Second Quarter Ended June 30, 2023

Revenues for the Second quarter of 2023 increased by 0.4% to a record-breaking second quarter result of $137.6 million, compared to $137.0 million in the same period of the previous year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended June 30, 2022), revenues for the second quarter of 2023 would have increased by 4.4% to a record breaking second quarter result of $143.0 million.

Operating income for the second quarter of 2023 increased by 3.2% to $15.4 million, compared to $15.0 million in the same period of the previous year. On constant currency basis, (calculated based on average currency exchange rates for the three months ended June 30, 2022), operating income for the second quarter of 2023 would have increased by 7.3% to a record breaking second quarter result of $16.1 million. Operating income for the second quarter of 2023 included $0.6 million recorded with respect to cost of share-based payment to employees compared to $0.1 million recorded in the same period of the previous year.

Non-GAAP operating income for the second quarter of 2023 increased by 3.7% to $18.4 million, compared to $17.8 million in the same period of the previous year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended June 30, 2022), non-GAAP operating income for the second quarter of 2023 would have increased by 7.1% to a second quarter record-breaking result of $19.1 million.

Net income attributable to Magic Software’s shareholders for the second quarter of 2023 increase by 18.2% to $11.3 million, or $0.23 per fully diluted share, compared to $9.6 million, or $0.19 per fully diluted share, in the same period of the previous year.

Non-GAAP net income attributable to Magic Software’s shareholders for the second quarter of 2023 increased by 15.6% to $13.5 million, or $0.28 per fully diluted share, compared to $11.7 million, or $0.24 per fully diluted share, in the same period of the previous year.

Magic is lowering its 2023 annual revenue guidance range from $585 – $593 million to $570 – $580 million. This revenue change is primarily due to exchange rate headwind of NIS versus the US Dollar, as well as the continuous slowdown in IT spending which we are currently experiencing versus 2022 across our operations in North-America impacted by macro environment uncertainty. Based on a constant currency basis of the year 2022, our revenue growth rate for the year 2023 would have been 4.5%-6.2% with revenues at the range of $592 – $602 million.

Summary Results for First Half 202

3

(USD in millions, except per share data)

GAAP Non-GAAP

H1 2023 H1 2022 % Change

H1 2023 H1 2022 % Change

Revenues $ 280.0 $ 275.7 1.6% $ 280.0 $ 275.7 1.6%

Gross Profit $ 79.2 $ 74.2 6.8% $ 81.8 $ 77.1 6.0%

Gross Margin 28.3% 26.9% 140 bps 29.2% 28.0% 120 bps

Operating Income $ 30.8 $ 31.1 -1.0 $ 36.9 $ 36.9 –

Operating Margin 11.0% 11.3% (30) bps 13.2% 13.4% (20) bps

Net Income (*) $ 21.4 $ 19.3 11.1% $ 26.4 $ 24.7 6.8%

Diluted EPS $ 0.44 $ 0.39 12.8% $ 0.54 $ 0.50 8.0%

(*) Attributable to Magic Software’s shareholders.

Financial Highlights for the First Half Ended June 30, 202

3

Revenues for the first half period ended June 30, 2023 increased by 1.6% to $280.0 million compared to $275.7 million in the same period last year. On a constant currency basis, revenues for the first half period ended June 30, 2023, increased by 6.2% compared to the same period of the previous year.

Operating income for the first half ended June 30, 2023 decreased by 1.0% to $30.8 million compared to $31.1 million in the same period last year. On constant currency basis, (calculated based on average currency exchange rates for the three months ended June 30, 2022), operating income for the first half period ended June 30, 2023 would have increased by 4.8% to a record breaking first half result of $32.6 million.

Non-GAAP operating income for the first half ended June 30, 2023, remained constant at $36.9 million compared to the same period last year. On constant currency basis, (calculated based on average currency exchange rates for the three months ended June 30, 2022), Non-GAAP operating income for the first half period ended June 30, 2023 would have increased by 4.9% to a record breaking result of $38.7 million.

Net income attributable to Magic Software’s shareholders for the first half period ended June 30, 2023 increased by 11.1% to $21.4 million, or $0.44 per fully diluted share, compared to $19.3 million, or $0.39 per fully diluted share, in the same period last year.

Non-GAAP net income attributable to Magic Software’s shareholders for the first half period ended June 30, 2023 increased by 6.8% to $26.4 million, or $0.54 per fully diluted share, compared to $24.7 million, or $0.50 per fully diluted share, in the same period last year.

Cash flow from operating activities for the first half period ended June 30, 2023 amounted to $42.6 million compared to $18.4 million in the same period last year. Cash flow from operating activities for the first half period ended June 30, 2022 included $3.7 million for payments of deferred and contingent consideration related to acquisitions.

As of June 30, 2023, Magic’s net cash and cash equivalents and short-term bank deposits amounted to $106.0 million.

Declaration of Dividend for the First Half of 202

3

In accordance with its dividend distribution policy, the Company’s board of directors declared a semi-annual cash dividend in an amount of 32.7 cents per share and in an aggregate amount of approximately $16.1 million, reflecting approximately 75% of its distributable profits for the first half of 2023.

The dividend is payable on September 13, 2023, to all of the Company’s shareholders of record at the close of trading on the NASDAQ Global Select Market on August 30, 2023.

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 30% (if the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company’s share capital) or 25% (for all other dividend recipients) of the dividend amount payable to each shareholder of record, subject to applicable exemptions.

The dividend will be paid in US dollars on the ordinary shares of Magic Software Enterprises that are traded both on the Tel Aviv Stock Exchange and the NASDAQ Global Select Market

Guy Bernstein, Chief Executive Officer of Magic Software, said: “Revenue in the second quarter of 2023 amounted to $137.6 million, up 0.4% from the second quarter of 2022. On a constant currency basis, our top line growth rate compared to the second quarter of 2022 was 4.4% with non-GAAP operating income growing by 7.1%. Magic Software’s unique and diversified business model is proven to be strong as we continue to present increasing levels of profit even during turbulent times of economic challenges,” stated Guy Berenstein, CEO of Magic. “We continue to operate in Israel and the US in all areas of technology, and especially in areas that are in high demand: digital, data, cyber, cloud, and core operational systems and to lead complex and strategic projects that are critical for our clients, across multiple sectors while remaining cautious about the macro-economic environment. As we move forward, we remain committed to executing our strategy to build a broad portfolio of software products and services that creates value for our customers in managing, streamlining, accelerating and maximizing their businesses.”

Conference Call Details

Magic Software’s management will host a conference call on Monday, August 14, 2023, at 9:00 am Eastern Daylight Time (16:00 Israel Daylight Time) to review and discuss Magic Software’s results.

To participate, please call one of the following teleconferencing numbers. Please begin placing your calls at least 5 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, call the international dial-in number.

NORTH AMERICA: +1-866-652-8972

UK: 0-800-917-9141

ISRAEL: 03-918-0650

ALL OTHERS: +972-3-918-0650

For those unable to join the live call, a replay of the call will be available in the Investor Relations section of Magic Software’s website, www.magicsoftware.com.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP operating income, non-GAAP net income attributable to Magic Software’s shareholders and non-GAAP basic and diluted earnings per share.

Magic Software believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Magic Software’s financial condition and results of operations. Magic Software’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analyses, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. These measures are used in financial reports prepared for management and in quarterly financial reports presented to the Company’s board of directors. The Company believes that 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 the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.

Management of the Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures together with GAAP results. Magic Software urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.

Non-GAAP measures used in this press release are included in the financial tables of this release. These non-GAAP measures exclude the following items:

Amortization of purchased intangible assets and other related costs;

In-process research and development capitalization and amortization;

Cost of share-based payment;

Costs related to acquisition of new businesses;

The related tax, non-controlling interests’ effects of the above items;

Change in valuation of contingent consideration related to acquisitions;

Change in deferred tax assets on carry forward tax losses.

Reconciliation of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included in the financial tables of this release.

About Magic Software Enterprises

Magic Software Enterprises Ltd. (NASDAQ and TASE: MGIC) is a global provider of IT consulting services and end-to-end integration and application development platforms solutions.

For more information, visit www.magicsoftware.com.

Forward Looking Statements

Some of the statements in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “look forward”, “expect,” “believe,” “guidance” and similar expressions are used to identify these forward-looking statements (although not all forward-looking statements include such words). These forward-looking statements, which may include, without limitation, projections regarding our future performance and financial condition, are made based on management’s current views and assumptions with respect to future events. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment. New risks emerge from time to time and it is not possible for us to predict all risks that may affect us. For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in our Annual Report on Form 20-F for the year ended December 31, 2022, which filed on May 11, 2023, and subsequent reports and filings made from time to time with the Securities and Exchange Commission.

Magic® is a registered trademark of Magic Software Enterprises Ltd. All other product and company names mentioned herein are for identification purposes only and are the property of, and might be trademarks of, their respective owners.

Press Contact:

Ronen Platkevitz
Magic Software Enterprises
[email protected]

MAGIC SOFTWARE ENTERPRISES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

U.S. Dollars in thousands (except per share data)

Three months ended Six months ended

June 30, June 30,

2023 2022 2023 2022

Unaudited Unaudited

Revenues $ 137,583 $ 136,978 $ 280,023 $ 275,683

Cost of Revenues 97,278 100,385 200,833 201,512

Gross profit 40,305 36,593 79,190 74,171

Research and development, net 2,425 2,596 4,964 4,935

Selling, marketing and general and administrative expenses 22,431 19,447 43,595 38,245

Decrease in valuation of contingent consideration related to acquisitions – (423 ) (165 ) (106 )

Total operating costs and expenses 24,856 21,620 48,394 43,074

Operating income 15,449 14,973 30,796 31,097

Financial expenses, net (248 ) (531 ) (812 ) (1,345 )

(Increase) decrease in valuation of consideration related to acquisitions (68 ) 122 (203 ) (722 )

Income before taxes on income 15,133 14,564 29,781 29,030

Taxes on income 2,455 3,610 5,268 6,815

Net income $ 12,678 $ 10,954 $ 24,513 $ 22,215

Net income attributable to non-controlling interests (1,384 ) (1,402 ) (3,111 ) (2,948 )

Net income attributable to Magic’s shareholders $ 11,294 $ 9,552 $ 21,402 $ 19,267

Weighted average number of shares used in computing net earnings per share

Basic 49,093 49,093 49,093 49,085

Diluted 49,133 49,123 49,133 49,130

Basic and diluted earnings per share attributable to Magic’s shareholders $ 0.23 $ 0.19 $ 0.44 $ 0.39

MAGIC SOFTWARE ENTERPRISES LTD.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

U.S. Dollars in thousands (except per share data)

Three months ended Six months ended

June 30, June 30,

2023 2022 2023 2022

Unaudited Unaudited

GAAP gross profit $ 40,305 $ 36,593 $ 79,190 $ 74,171

Amortization of capitalized software and acquired technology 1,096 1,118 2,071 2,256

Amortization of other intangible assets 244 464 489 666

Non-GAAP gross profit $ 41,645 $ 38,175 $ 81,750 $ 77,093

GAAP operating income $ 15,449 $ 14,973 $ 30,796 $ 31,097

Gross profit adjustments 1,340 1,582 2,560 2,922

Amortization of other intangible assets 1,666 2,280 3,730 4,382

Decrease in valuation of contingent consideration related to acquisitions – (423 ) (165 ) (106 )

Capitalization of software development (723 ) (734 ) (1,434 ) (1,605 )

Costs related to acquisitions 107 49 181 59

Stock-based compensation 609 70 1,231 140

Non-GAAP operating income $ 18,448 $ 17,797 $ 36,899 $ 36,889

GAAP net income attributable to Magic’s shareholders $ 11,294 $ 9,552 $ 21,402 $ 19,267

Operating income adjustments 2,999 2,824 6,103 5,792

Expenses attributed to non-controlling interests and redeemable non-controlling interests (377 ) (168 ) (524 ) (320 )

Changes in unsettled fair value of contingent consideration related to acquisitions 68 (122 ) 203 722

Deferred taxes on the above items (444 ) (372 ) (791 ) (743 )

Non-GAAP net income attributable to Magic’s shareholders $ 13,540 $ 11,714 $ 26,393 $ 24,718

Non-GAAP basic and diluted net earnings per share $ 0.28 $ 0.24 $ 0.54 $ 0.50

Weighted average number of shares used in computing basic net earnings per share 49,093 49,093 49,093 49,085

Weighted average number of shares used in computing diluted net earnings per share 49,137 49,138 49,137 49,146

Summary of Non-GAAP Financial Information

U.S. Dollars in thousands (except per share data)

Three months ended Six months ended

June 30, June 30,

2023 2022 2023 2022

Unaudited Unaudited Unaudited Unaudited

Revenues $ 137,583 100 % $ 136,978 100 % $ 280,023 100 % $ 275,683 100 %

Gross profit 41,645 30.3 % 38,175 27.9 % 81,750 29.2 % 77,093 28.0 %

Operating income 18,448 13.4 % 17,797 13.0 % 36,899 13.2 % 36,889 13.4 %

Net income attributable to Magic’s shareholders 13,540 9.8 % 11,714 8.6 % 26,393 9.4 % 24,718 9.0 %

Basic and diluted earnings per share $ 0.28 $ 0.24 $ 0.54 $ 0.50

MAGIC SOFTWARE ENTERPRISES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. Dollars in thousands

June 30, December 31,

2023

2022

Unaudited

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 104,619 $ 83,062

Short-term bank deposits 1,405 3,904

Trade receivables, net 134,252 148,480

Other accounts receivable and prepaid expenses 18,769 13,652

Total

current assets 259,045 249,098

LONG-TERM ASSETS:

Deferred tax assets 5,111 3,618

Right-of-use assets 24,690 27,536

Other long-term receivables 6,409 5,795

Property and equipment, net 7,854 8,338

Intangible assets and goodwill, net 226,648 210,756

Total

long-term assets 270,712 256,043

TOTAL ASSETS $ 529,757 $ 505,141

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Short-term debt $ 30,933 $ 20,755

Trade payables 25,740 27,598

Accrued expenses and other accounts payable 44,412 46,842

Current maturities of lease liabilities 4,311 4,591

Liability in respect of business combinations 6,685 19,287

Put options of non-controlling interests 21,700 27,172

Deferred revenues and customer advances 14,145 9,808

Total

current liabilities 147,926 156,053

LONG-TERM LIABILITIES:

Long-term debt 58,662 30,412

Deferred tax liability 10,658 10,686

Long-term lease liabilities 21,799 24,282

Long-term liability in respect of business combinations 991 5,376

Put options of non-controlling interests 1,066 1,120

Accrued severance pay, net 1,045 901

Total

long-term liabilities 94,221 72,777

EQUITY:

Magic Software Enterprises shareholders’ equity 262,427 262,927

Non-controlling interests 25,183 13,384

Total

equity 287,610 276,311

TOTAL LIABILITIES AND EQUITY $ 529,757 $ 505,141

MAGIC SOFTWARE ENTERPRISES LTD.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. Dollars in thousands

Six months ended June 30,

2023 2022

Unaudited Unaudited

Cash flows from operating activities:

Net income $ 24,513 $ 22,215

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 9,917 10,334

Cost of share-based payment 1,231 140

Change in deferred taxes, net (2,257 ) (1,163 )

Payments of deferred and contingent consideration related to acquisitions (40 ) (3,748 )

Capital gain on sale of fixed assets (5 ) –

Amortization of marketable securities premium and accretion of discount (49 ) 93

Effect of exchange rate on of cash and cash equivalents held in currencies other than the functional currency 906 1,662

Changes in value of short-term and long-term loans from banks and others and deposits, net 499 (1,210 )

Working capital adjustments:

Trade receivables 17,315 (5,011 )

Other current and long-term accounts receivable (8,423 ) (1,875 )

Trade payables (1,333 ) (4,164 )

Accrued expenses and other accounts payable (4,072 ) (1,991 )

Deferred revenues 4,439 3,075

Net cash provided by operating activities 42,641 18,357

Cash flows from investing activities:

Capitalized software development costs (1,434 ) (1,605 )

Purchase of property and equipment (625 ) (2,206 )

Cash paid in conjunction with acquisitions, net of acquired cash (15,585 ) (12,289 )

Payments of deferred and contingent consideration related to acquisitions (17,330 ) (4,616 )

Proceeds from sale of property and equipment 10 –

Proceeds from repayment of loan receivables 541 –

Investment in long-term bank deposit (528 ) –

Purchase of intangible asset – (219 )

Proceeds from short-term bank deposits 3,532 2,565

Net cash used in investing activities (31,419 ) (18,370 )

Cash flows from financing activities:

Dividend to Magic’s shareholders (14,739 ) (10,604 )

Dividend paid to non-controlling interests (2,733 ) (2,088 )

Repayment of lease liabilities (2,720 ) (2,511 )

Short-term and long-term loans received 49,463 26,501

Purchase of redeemable non-controlling interest (5,073 ) –

Repayment of short-term and long-term loans (10,742 ) (4,841 )

Net cash provided by financing activities 13,456 6,457

Effect of exchange rate changes on cash and cash equivalents (3,121 ) (6,282 )

Increase in cash and cash equivalents 21,557 163

Cash and cash equivalents at the beginning of the period 83,062 88,090

Cash and cash equivalents at end of the period $ 104,619 $ 88,253

Posted on August 14, 2023 6:34 am
Freight Technologies, Inc. Reports Strong Q2 Earnings with 29% Revenue Growth and 93% Margin Increase

Fr8Tech Delivers Sturdy Q2 2023 Financial Performance

HOUSTON, Aug. 14, 2023 (GLOBE NEWSWIRE) — Freight Technologies, Inc. (Nasdaq: FRGT), a technology company offering its custom-developed Fr8App, an industry-leading freight-matching platform powered by AI and machine-learning that offers a real-time portal for B2B cross-border and domestic shipping within the USMCA region, today reports its financial results for the second quarter of 2023, concluding on June 30, 2023.

The company has demonstrated steady growth, achieving a 29% increase in revenue compared to the previous quarter and a 93% rise in margin compared to the same year-to-date period last year.

Key Financial Highlights:

29% Quarter-over-Quarter Revenue Growth: The company achieved strong revenue growth in the second quarter of 2023, with a noteworthy 29% increase compared to the previous quarter. This growth highlights the company’s strong market positioning and effective execution of its business strategy.

93% Year-over-Year Margin Increase: The company’s margin saw a significant improvement, recording a 93% increase compared to the second quarter of 2022. This year-over-year improvement reflects the successful implementation of operational efficiencies and prudent cost management strategies.

Steadfast Commitment to Innovation: The company remains dedicated to driving innovation within the supply chain technology landscape. The company’s relentless pursuit of novel solutions has contributed to new growth opportunities and improved financial performance.

Rock-Solid Financial Foundation: The company’s financial position continues to provide a solid foundation for future growth initiatives and strategic investments. It continues to focus on generating value for its shareholders.

Paul Freudenthaler, CFO of Fr8Tech, commented on the results, “We are excited to report another quarter of strong growth and improved profitability at a time when various players in the freight market are facing severe strain and difficulties. These results underscore the dedication and hard work of our exceptional team, as well as the effectiveness of our strategic initiatives. As we move forward, we remain committed to further enhancing value for our shareholders while continuing to innovate and drive excellence in our industry.”

About Freight Technologies Inc.

Freight Technologies (Nasdaq: FRGT) (“Fr8Tech”) is a technology company developing solutions to optimize and automate the supply chain process. Its wholly owned subsidiary, Freight App, Inc. (Fr8App), is a B2B cross-border shipping marketplace in the USMCA region powered by AI and machine learning. Focused on making shipping transparent and efficient, Fr8App provides carriers with increased growth opportunities and shippers with flexibility, visibility and simplicity for the once-complex process of international over-the-road (OTR) shipping. Fr8App uses its proprietary technology platform to connect carriers and shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing and real-time tracking, digital freight marketplace, broker, transportation management, fleet management, and committed capacity solutions. The company is headquartered in Houston, Texas. For more information, please visit fr8technologies.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Freight Technologies’ and Fr8App’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Freight Technologies’ and Fr8App’s expectations with respect to future performance and anticipated financial impacts of its acquisition of Fr8App.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Freight Technologies’ and Fr8App’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the impact of the COVID-19 pandemic on Fr8App’s business; (2) the inability to obtain or maintain the listing of Freight Technologies’ ordinary shares on Nasdaq; (3) the ability to recognize the anticipated benefits of the merger, which may be affected by, among other things, competition and the ability of Fr8App to grow, manage growth profitably and retain its key employees; (4) costs related to the merger; (5) changes in applicable laws or regulations; (6) the possibility that Freight Technologies or Fr8App may be adversely affected by other economic, business and/or competitive factors; (7) risks relating to the uncertainty of the projected financial information with respect to Fr8App; (8) risks related to the organic and inorganic growth of Fr8App’s business and the timing of expected business milestones; and (9) other risks and uncertainties identified, including those under “Risk Factors,” to be filed in Freight Technologies’ other filings with the SEC. Freight Technologies cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Freight Technologies and Fr8App caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Freight Technologies and Fr8App do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Fr8Tech Contact: [email protected] Corporate Communications IBN (InvestorBrandNetwork) Los Angeles, California www.InvestorBrandNetwork.com 310.299.1717 Office [email protected]

Posted on August 14, 2023 6:33 am
Westlake Announces 40% Increase in Quarterly Dividend

Westlake Announces 40% Increase in Quarterly Dividend

HOUSTON–(BUSINESS WIRE)–
The Board of Directors of Westlake Corporation (NYSE: WLK) today declared a regular dividend distribution of 50.00 cents per share for the second quarter of 2023, an increase of approximately 40% from the 35.70 cents per share of the first quarter of 2023. This dividend will be payable on September 12, 2023, to stockholders of record on August 25, 2023.

“The significant increase in our dividend reflects the strong cash generative business model as we have continued our growth at Westlake,” said Albert Chao, president and chief executive officer of Westlake. “Our Investments in differentiated and specialty products in our Performance and Essential Material (PEM) segment and leading market positions in downstream building products in our Housing and Infrastructure Products (HIP) segment has enhanced the stability of our earnings profile, while our globally advantaged low-cost position provides strong cash generation throughout the business cycle. Alongside our conservatively positioned, strong investment grade balance sheet this supports a meaningfully higher dividend level while continuing to provide us significant capacity to invest in our business to drive long-term shareholder return.”

This is the 76th successive quarterly dividend that Westlake has declared since completing its initial public offering in August 2004.

The statements in this release that are not historical facts, including statements regarding future repurchases of common stock, are forward-looking statements. These forward-looking statements are subject to significant risks and uncertainties. Actual results could differ materially, based on factors including, but not limited to, the ultimate timing, outcome and results of integrating the operations of recent acquisitions; general economic and business conditions; the cyclical nature of the chemical and building products industries; availability, cost and volatility of raw materials and utilities; uncertainties associated with the United States, European and worldwide economies, including those due to political tensions and unrest; uncertainties associated with pandemic infectious diseases; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially, please refer to Westlake’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC in February 2023, and Westlake’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, which were filed with the SEC in May and August 2023, respectively.

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, with operations in Asia, Europe and North America, we provide the building blocks for vital solutions — from housing and construction, to packaging and healthcare, to automotive and consumer. For more information, visit the Company’s web site at www.westlake.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814939152/en/

Media Inquiries:

Westlake Corp.

Ben Ederington, 713-960-9111

or

Investor Inquiries:

Westlake Corp.

Steve Bender, 713-960-9111

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Chemicals/Plastics Other Construction & Property Manufacturing Construction & Property Other Manufacturing Textiles

MEDIA:

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Posted on August 14, 2023 6:33 am
New Found Signs Memorandum of Understanding with Maritime Resources Corp. for Use of the Pine Cove Mill

New Found Signs Memorandum of Understanding with Maritime Resources Corp. for Use of the Pine Cove Mill

VANCOUVER, British Columbia–(BUSINESS WIRE)–New Found Gold Corp. (“New Found” or the “Company”) (TSX-V: NFG, NYSE-A: NFGC) is pleased to announce that the Company has entered into a non-binding memorandum of understanding (the “MOU”) with Maritime Resources Corp. (“Maritime”) (TSX-V: MAE) pursuant to which the Company has been granted the right to conduct due diligence and exclusivity to negotiate with Maritime regarding a toll milling agreement at the existing Pine Cove Mill located at the Point Rousse project near Baie Verte, Newfoundland and Labrador.

Ron Hampton, Chief Development Officer of New Found, commented, “Queensway is a unique project, endowed with high-grade gold mineralization and ideally located for potential development. The project has several favourable attributes including –

High-grade gold mineralization at many of the Queensway project’s zones starts in the bedrock just 3-6m below surface including at Keats, Iceberg and Keats West.

Mineralization at Keats, Iceberg and Keats West is easily accessible and located less than one kilometre from the Trans-Canada Highway.

Renewable hydroelectric sourced high-tension powerlines run directly across the project adjacent to the Keats, Iceberg and Keats West zones.

The project is located 15km west of the Town of Gander and Gander International Airport.

Gander and the surrounding towns provide a highly motivated and skilled local workforce.

Newfoundland is currently ranked as the world’s #4 mining jurisdiction by the Fraser Institute, providing a highly supportive regulatory environment.

“This all bodes well for the potential to realize significant value through timely production. In my experience the opportunity to develop an early operation, even if at a smaller scale, allows for significant risk reduction. While we have plenty of work still to do to determine the viability of any such early production scenario, the option of having access to a gold processing facility located nearby is of significant interest.”

About Pine Cove Mill

The Pine Cove Mill is a fully permitted gold processing facility that was operating as recently as Q1 of this year and is rated at 1,400 tonnes per day with a large capacity tailings storage facility and access to port infrastructure. Pine Cove is located on the Baie Verte peninsula, approximately 270km from the Queensway project by paved highway.

Maritime Note Offering

In addition, the Company is pleased to announce that, pursuant to a brokered private placement, it intends to purchase non-convertible senior secured notes (the “Notes”) and common share purchase warrants of Maritime (the “Note Warrants”) for an aggregate purchase price of US$2,000,000 (the “Offering”). The Notes will be issued in US$1,000 increments, less 2.0% original issue discount on the principal amount of the Notes. The Note Warrants will entitle New Found to purchase common shares in the capital of Maritime equal to 40% of the aggregate principal amount of the Notes and will be exercisable until the maturity date of the Notes.

About New Found Gold Corp.

New Found holds a 100% interest in the Queensway Project, located 15km west of Gander, Newfoundland and Labrador, and just 18km from Gander International Airport. The project is intersected by the Trans-Canada Highway and has logging roads crosscutting the project, high voltage electric power lines running through the project area, and easy access to a highly skilled workforce. The Company is currently undertaking a 500,000m drill program at Queensway and is well funded for this program with cash and marketable securities of approximately $47.5 million as of August 2023.

Please see the Company’s website at www.newfoundgold.ca and the Company’s SEDAR+ profile at www.sedarplus.ca

Acknowledgements

New Found acknowledges the financial support of the Junior Exploration Assistance Program, Department of Natural Resources, Government of Newfoundland and Labrador.

Contact

To contact the Company, please visit the Company’s website, www.newfoundgold.ca and make your request through our investor inquiry form. Our management has a pledge to be in touch with any investor inquiries within 24 hours.

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.

Forward-Looking Statement Cautions

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to the MOU, the merits of the Queensway Project, the development of the Queensway Project, the Company’s plans and expectations regarding the Queensway Project, the possibility of entering into a toll milling agreement, the Offering, the acquisition of the Notes and the Note Warrants, and the exercise of the Note Warrants. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “interpreted”, “intends”, “estimates”, “projects”, “aims”, “suggests”, “indicate”, “often”, “target”, “future”, “likely”, “pending”, “potential”, “goal”, “objective”, “prospective”, “possibly”, “preliminary”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the negotiation of a toll milling agreement, risks associated with the Company’s investment in Maritime, possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of assay results and the drilling program, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Annual Information Form and Management’s discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814710571/en/

New Found Gold Corp.

Per: “Collin Kettell”

Collin Kettell, Chief Executive Officer

Email: [email protected]

Phone: +1 (845) 535-1486

KEYWORDS: United States North America Canada

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

MEDIA:

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Posted on August 14, 2023 6:33 am
Superior Drilling Products, Inc. Revenue Grew 18% to $5.4 million with Earnings per Share of $0.01 in Second Quarter 2023

Superior Drilling Products, Inc. Revenue Grew 18% to $5.4 million with Earnings per Share of $0.01 in Second Quarter 2023

Second quarter revenue rose $827 thousand, or 18%, to $5.4 million year-over-year

Tool revenue grew 23% and Contract Services revenue was up 10%

Strong operating leverage resulted in measurably improved operating income of $546 thousand, or 10.2% of sales; Operating income up over 4x year-over-year

Achieved net income of $323 thousand or $0.01 per diluted share

Adjusted EBITDA* of $1.2 million up 46% over prior-year period; Adjusted EBITDA margin expanded 430 basis points to 22.6%

Opened new service and technology center in Dubai during the quarter

2023 outlook updated with revenue between $22 million to $24 million and Adjusted EBITDA* of $5.5 million to $6.5 million

Subsequent to quarter-end, the Company executed a new credit agreement which extended maturity dates, included more favorable financing terms and provided additional liquidity

*Adjusted EBITDA is a non-GAAP measure. See comments regarding the use of non-GAAP measures and the reconciliation of the second quarter GAAP to non-GAAP measures in the tables of this release

VERNAL, Utah–(BUSINESS WIRE)–Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today reported financial results for the second quarter ended June 30, 2023.

“We had a strong quarter with revenue up 18% over the second quarter last year. The leverage that we gained from this higher sales volume led to measurably improved operating income and net income, as well as solid EBITDA performance,” commented Troy Meier, Chairman and CEO.

He added, “We continued to gain traction in the Middle East as our international revenue doubled year-over-year and accounted for nearly 20% of our total revenue mix during the quarter. We added to our technical sales and business development team and completed our new service and technology center during the quarter. We continue to be encouraged by the many opportunities in the Middle East region.

“On the domestic front, given the completion of our capacity expansion in Vernal, Utah, we have begun to refurbish a second customer’s PDC bits as part of our contract services work. Over time, we aim to replicate the success and volume of services performed with that of our long-time legacy customer. Overall, we continue to see our investments in manufacturing capacity and personnel pay off.”

Second Quarter 2023 Review (See at “Definitions” the composition of product/service revenue categories.)

($ in thousands) June 30,
2023 March 31,
2023 June 30,
2022 Change Sequential Change Year/Year

North America

4,325

5,475

4,021

(21.0

)%

7.6

%

International

1,042

806

520

29.3

%

100.4

%

Total Revenue
$

5,367

$

6,281

$

4,541

(14.5

)%

18.2

%

Tool (DNR) Revenue
$

3,552

$

4,254

$

2,892

(16.5

)%

22.8

%

Contract Services

1,815

2,027

1,649

(10.5

)%

10.1

%

Total Revenue
$

5,367

$

6,281

$

4,541

(14.5

)%

18.2

%

Revenue growth year-over-year reflected the recovery in the North America oil & gas industry, strengthened market share for the Drill-N-Ream® (DNR) wellbore conditioning tool domestically and internationally, and continued strong demand for the refurbishment of drill bits and other related tools.

For the second quarter of 2023, North America revenue comprised approximately 81% of total revenue, with remaining sales all within the Middle East. Revenue growth year-over-year in North America was due to increased tool revenue and growth in Contract Services. International revenue doubled over last year’s period, which reflected improved market conditions and the strengthening of the Company’s Middle East technical sales and marketing team.

The revenue decline from the sequential first quarter of 2023 reflects strong tool sales from the Company’s U.S. channel partner during the prior period, and a decline in the U.S. rig count.

Second Quarter 2023 Operating Costs

($ in thousands, except per share amounts) June 30,
2023 March 31,
2023 June 30,
2022 Change Sequential Change Year/Year

Cost of revenue
$

2,013

$

2,239

$

2,116

(10.1

)%

(4.9

)%

As a percent of sales

37.5

%

35.6

%

46.6

%

Selling, general & administrative
$

2,459

$

2,339

$

1,894

5.1

%

29.8

%

As a percent of sales

45.8

%

37.2

%

41.7

%

Depreciation & amortization
$

349

$

326

$

403

7.2

%

(13.2

)%

Total operating expenses
$

4,821

$

4,903

$

4,413

(1.7

)%

9.3

%

Operating Income
$

546

$

1,378

$

128

(60.4

)%

327.5

%

As a % of sales

10.2

%

21.9

%

2.8

%

Other income (expense) including Income tax
$

107

$

135

$

(184

)

(21.0

)%
NA

Net Income (loss)
$

323

$

1,513

$

(57

)

(78.6

)%
NA

Diluted earnings per share
$

0.01

$

0.05

$

(0.00

)

Adjusted EBITDA¹
$

1,213

$

2,019

$

831

(39.9

)%

46.0

%

As a % of sales

22.6

%

32.1

%

18.3

%

¹Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation, and amortization, non-cash stock compensation expense, and unusual items. See the attached tables for important disclosures regarding SDP’s use of Adjusted EBITDA, as well as a reconciliation of net income to Adjusted EBITDA.

When comparing with the prior-year second quarter, higher volume, improved processes and operational efficiencies drove enhanced leverage despite continued investments in people and higher legal expenses. Selling, general & administrative (SG&A) expenses in the second quarter of 2023 included legal expenses of $450 thousand due to continuing litigation for the Company’s patent infringement lawsuit over violations of the patents on its DNR tool. The increase in SG&A also reflected the expansion of the Company’s Middle East operations.

Depreciation and amortization expense decreased approximately 13% year-over-year as a result of fully amortizing a portion of intangible assets and fully depreciating manufacturing center equipment.

Balance Sheet and Liquidity

Year-to-date cash generated by operations was $921 thousand compared with $1.4 million in the year-ago period. Cash at the end of the quarter was $1.2 million, down $978 thousand from year-end 2022 due to working capital timing, higher capital expenditures, and an increase in inventory for anticipated demand for the DNR in the Middle East. Subsequent to quarter-end, the Company received a $750 thousand payment related to delayed accounts receivable.

Capital expenditures of $2.4 million year-to-date were largely in support of the Company’s Middle East operations, which included the DNR rental tool fleet and the new service and technology center that opened in the second quarter. The Company expects capital spending for fiscal 2023 to range between $3.5 million to $4.0 million.

Total debt at quarter-end was $1.9 million. On July 28, 2023, the Company executed a new credit agreement with Vast Bank, National Association, which included a 5-year, $1.7 million term loan, a 2-year, $750,000 revolving credit line, and a program whereby the lender can purchase certain accounts receivable. The proceeds from the receivables program were used to repay the full amount outstanding under the Company’s prior credit agreement.

2023 guidance updated to account for decline in the U.S. rig count and additional patent infringement litigation costs

As of August 14, 2023

Updated Guidance

Previous Guidance

Revenue

$22.0 million to $24.0 million

$24.0 million to $27.0 million

SG&A expense

$9.0 million to $9.5 million (includes approximately $1.2 million in legal expenses for ongoing patent infringement litigation)

$9.0 million to $10.0 million (includes approximately $1.0 million in legal expenses for ongoing patent infringement litigation)

Adjusted EBITDA¹

$5.5 million to $6.5 million

$6.5 million to $7.5 million

¹See “Forward Looking Non-GAAP Financial Measures” below for additional information about this non-GAAP measure.

Webcast and Conference Call

The Company will host a conference call and live webcast today at 10:00 am Mountain Time (12:00 pm Eastern Time) to review the results of the quarter and discuss its corporate strategy and outlook. The discussion will be accompanied by a slide presentation that will be made available prior to the conference call on SDP’s website at www.sdpi.com/events. A question-and-answer session will follow the formal presentation.

The conference call can be accessed by calling (201) 689-8470. Alternatively, the webcast can be monitored at www.sdpi.com/events. A telephonic replay will be available from 2:00 pm MT (4:00 pm ET) the day of the teleconference until Thursday, Monday, August 28, 2023. To listen to the archived call, please call (412) 317-6671 and enter conference ID number 13740109 or access the webcast replay at www.sdpi.com, where a transcript will be posted once available.

Definitions and Composition of Product/Service Revenue:

Tool (DNR) Revenue is the sum of tool sales/rental revenue and other related tool revenue, which is comprised of royalties and fleet maintenance fees.

Contract Services revenue is comprised of repair and manufacturing services for drill bits and other tools or products for customers.

About Superior Drilling Products, Inc.

Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs, and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® well bore conditioning tool and the patented Strider™ oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for leading oil field service companies. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. The Company’s strategy for growth is to leverage its expertise in drill tool technology and innovative, precision machining in order to broaden its product offerings and solutions for the oil and gas industry.

Additional information about the Company can be found at: www.sdpi.com.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitations, the Company’s strategic review process, the continued impact of COVID-19 on the business, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should” or “plan, and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the effectiveness of success at expansion in the Middle East, options available for market channels in North America, the deferral of the commercialization of the Strider technology, the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Forward Looking Non-GAAP Financial Measures

Forward-looking adjusted EBITDA is a non-GAAP measure. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort largely because forecasting or predicting our future operating results is subject to many factors out of our control or not readily predictable. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s fiscal 2023 and future financial results. This non-GAAP financial measure is a preliminary estimate and is subject to risks and uncertainties, including, among others, changes in connection with purchase accounting, quarter-end, and year-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth in this presentation may be material.

FINANCIAL TABLES FOLLOW.

Superior Drilling Products, Inc.

Consolidated Condensed Statements of Operations

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2023

2022

2023

2022

Revenue

North America
$

4,325,055

$

4,021,118

$

9,800,115

$

7,766,133

International

1,042,295

519,724

1,848,449

904,874

Total Revenue
$

5,367,350

$

4,540,842

$

11,648,564

$

8,671,007

Operating cost and expenses

Cost of revenue
$

2,013,167

$

2,116,096

$

4,251,758

$

3,883,995

Selling, general, and administrative expenses

2,458,804

1,894,403

4,797,653

3,541,051

Depreciation and amortization expense

349,447

402,648

675,460

813,379

Total operating cost and expenses
$

4,821,418

$

4,413,147

$

9,724,871

$

8,238,425

Operating income
$

545,932

$

127,695

$

1,923,693

$

432,582

Other income (expense)

Interest income

13,755

2,978

30,653

3,176

Interest expense

(129,866

)

(132,738

)

(283,956

)

(256,600

)

Recovery of related party note receivable

–

(22,146

)

350,262

–

Gain / (Loss) on sale or disposition of assets

–

–

–

(22,146

)

Total other income (expense)

(116,111

)

(151,906

)

96,959

(275,570

)

Income before income taxes

429,821

(24,209

)

2,020,652

157,012

Income tax expense

(106,654

)

(32,299

)

(184,266

)

(63,683

)

Net income (loss)
$

323,167

$

(56,508

)

$

1,836,386

$

93,329

Earnings per common share – basic
$

0.01

$

(0.00

)

$

0.01

$

(0.00

)

Weighted average common shares outstanding – basic

29,247,563

28,235,001

29,246,328

28,235,001

Earnings per common share – diluted
$

0.01

$

(0.00

)

$

0.01

$

(0.00

)

Weighted average common shares outstanding – diluted

29,295,761

28,235,001

29,294,526

28,305,101

Superior Drilling Products, Inc.

Consolidated Condensed Balance Sheets

(unaudited)

June 30, 2023 December 31, 2022

ASSETS

Current Assets

Cash
$

1,179,791

$

2,158,025

Accounts receivable

4,687,791

3,241,221

Prepaid expenses

351,840

367,823

Inventories

3,152,403

2,081,260

Assets held for sale

–

216,000

Other current assets

192,493

140,238

Total current assets

9,564,318

8,204,567

Property, plant and equipment, net

11,086,053

8,576,851

Intangible assets, net

–

69,444

Right of use assets (net of amortization)

559,405

638,102

Other noncurrent assets

112,619

111,519

Total assets
$

21,322,395

$

17,600,483

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable
$

2,433,587

$

1,043,581

Accrued expenses

959,966

891,793

Accrued income tax

524,687

351,618

Current portion of operating lease liability

52,116

44,273

Current portion of financial obligation

78,842

74,636

Current portion of long-term debt, net of discounts

1,424,057

1,125,864

Other current liabilities

–

216,000

Total current liabilities

5,473,255

3,747,765

Operating lease liability, less current portion

342,344

523,375

Long-term financial obligation, less current portion

3,996,937

4,038,022

Long-term debt, less current portion, net of discounts

448,424

529,499

Deferred income

675,000

675,000

Total liabilities

10,935,960

9,513,661

Shareholders’ equity

Common stock – $0.001 par value; 100,000,000 shares authorized;

29,245,080 shares issued and outstanding

29,253

29,245

Additional paid-in-capital

44,407,147

43,943,928

Accumulated deficit

(34,049,965

)

(35,886,351

)

Total shareholders’ equity

10,386,435

8,086,822

Total liabilities and shareholders’ equity
$

21,322,395

$

17,600,483

Superior Drilling Products, Inc.

Consolidated Statements of Cash Flows

(unaudited)

Six Months Ended June 30,

2023

2022

Cash Flows from Operating Activities

Net income
$

1,836,386

93,329

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

675,460

813,379

Share-based compensation expense

456,819

422,601

Loss on sale or dispositon of assets, net

22,146

Right-of-use amortization

103,624

–

Amortization of deferred loan cost

3,087

9,262

Changes in operating assets and liabilities:

Accounts receivable

(1,446,570

)

72,452

Inventories

(1,071,143

)

(149,223

)

Prepaid expenses and other current assets

(37,372

)

(285,628

)

Accounts payable, accrued expenses, and other liabilities

227,145

342,193

Income tax payable

173,069

13,422

Net cash provided by operating activities

920,505

1,353,933

Cash Flows From Investing Activities

Purchases of property, plant and equipment

(2,432,561

)

(1,249,419

)

Proceeds from recovery of related party note receivable

350,262

–

Net cash used in investing activities

(2,082,299

)

(1,249,419

)

Cash Flows from Financing Activities

Principal payments on debt

(283,139

)

(281,487

)

Proceeds received from debt borrowings

131,552

182,318

Payments on revolving loan

(499,887

)

(553,650

)

Proceeds from exercised options

6,408

–

Proceeds received from revolving loan

828,626

553,631

Net cash used in financing activities

183,560

(99,188

)

Net (decrease) increase in cash

(978,234

)

5,326

Cash at beginning of period

2,158,025

2,822,100

Cash at end of period
$

1,179,791

$

2,827,426

Superior Drilling Products, Inc.

Adjusted EBITDA¹ Reconciliation

(unaudited)

Three Months Ended

June 30, 2023 March 31, 2023 June 30, 2022

GAAP net income (loss)
$

323,167

$

1,513,219

$

(56,510

)

Add back:

Depreciation and amortization

349,446

326,014

402,648

Interest expense, net

116,111

137,193

129,760

Share-based compensation

229,671

227,148

212,469

Net non-cash compensation

88,200

88,200

88,200

Income tax expense

106,654

77,612

32,299

Recovery of Related Party Note Receivable

(350,262

)

–

(Gain) Loss on disposition of assets

–

–

22,146

Non-GAAP adjusted EBITDA¹
$

1,213,249

$

2,019,124

$

831,012

GAAP Revenue
$

5,367,350

$

6,281,214

$

4,540,842

Non-GAAP Adjusted EBITDA Margin

22.6

%

32.1

%

18.3

%

¹ Adjusted EBITDA represents net income adjusted for income taxes, interest, depreciation and amortization and other items as noted in the reconciliation table. The Company believes Adjusted EBITDA is an important supplemental measure of operating performance and uses it to assess performance and inform operating decisions. However, Adjusted EBITDA is not a GAAP financial measure. The Company’s calculation of Adjusted EBITDA should not be used as a substitute for GAAP measures of performance, including net cash provided by operations, operating income, and net income. The Company’s method of calculating Adjusted EBITDA may vary substantially from the methods used by other companies and investors are cautioned not to rely unduly on it.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814901185/en/

For more information, contact investor relations:

Deborah K. Pawlowski / Craig P. Mychajluk

Kei Advisors LLC

716-843-3908 / 716-843-3832

[email protected] / [email protected]

KEYWORDS: Utah United States North America

INDUSTRY KEYWORDS: Mining/Minerals Oil/Gas Manufacturing Energy Natural Resources Machinery

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Recent Articles

GRAL Investors Have Opportunity to Lead GRAIL, Inc. Securities Fraud Lawsuit June 28, 2026 6:52 pm

Faraday Future Founder and Global CEO YT Jia Shares Weekly Investor Update: June Shipment, Sales and Deliveries Hit 242 units, Company Plans to Raise Yearly Shipment Target to 2,000 Units and Becomes the “Star of the Show” at the Automate Conference June 28, 2026 6:12 pm

AVAV Deadline: AVAV Investors with Losses in Excess of $100K Have Opportunity to Lead AeroVironment, Inc. Securities Fraud Lawsuit June 28, 2026 5:32 pm

BridgeBio Announces Publication in the New England Journal of Medicine of Phase 3 PROPEL 3 Trial of Oral Infigratinib in Children Living with Achondroplasia June 28, 2026 4:03 pm

After the SpaceX IPO, Investors Are Looking Past Launch — to the Companies That Sell What Satellites See June 28, 2026 3:48 pm

BMI Investors Have Opportunity to Lead Badger Meter, Inc. Securities Fraud Lawsuit June 27, 2026 5:41 pm

The SpaceX IPO Lifted the Whole Space Economy — Including the Public Companies Building the Road Back to the Moon June 27, 2026 5:34 pm

The SpaceX IPO Put a Spotlight on Starlink — and on the One Public Company Building a Rival Direct-to-Phone Network June 27, 2026 8:12 am

Waton Financial Launches MoTA Alpha, Marking Full Strategic Pivot to AI-Native Finance June 27, 2026 3:38 am

Veritone Deadline: VERI Investors with Losses in Excess of $100K Have Opportunity to Lead Veritone, Inc. Securities Fraud Lawsuit June 26, 2026 10:15 pm