Alcoa announces Aluminium Stewardship Initiative certification for Portland Aluminium Joint Venture

Alcoa announces Aluminium Stewardship Initiative certification for Portland Aluminium Joint Venture

PITTSBURGH–(BUSINESS WIRE)–
Alcoa announced today that the Portland Aluminium joint venture in Victoria, Australia, which Alcoa operates, has been recognized for its environmental, social and governance (ESG) performance by the Aluminium Stewardship Initiative.

Both the smelting and casthouse operations at Portland Aluminium have earned ASI’s Performance Standard certification, which is the most comprehensive in the aluminum industry. The standard defines various principles and criteria for sustainability performance, including biodiversity, Indigenous engagement, circularity, and greenhouse gas emissions.

Portland Aluminium is a joint venture between Alcoa of Australia (55%), CITIC (22.5%) and Marubeni Aluminium Australia (22.5%). Alcoa manages the day-to-day operations at the smelter.

“Alcoa and its joint venture partners at Portland Aluminium are delighted to have achieved ASI Performance Standard Certification for our Portland smelting and casthouse operations,” said Rob Bear, Acting Vice President of Operations for Alcoa of Australia.

Recently, ASI also recertified Alcoa of Australia’s assets in Western Australia, which includes two bauxite mines and three alumina refineries. The latest ASI certification for Portland means that all of Alcoa of Australia’s operations are certified to ASI’s Performance Standard, which provides third-party validation of responsible production.

“We congratulate Alcoa on achieving ASI Performance Standard Certification at its Portland, Australia smelting and casting operations,” said Fiona Solomon, Chief Executive Officer at ASI said. “This certification not only acknowledges the efforts of Alcoa Portland but also recognizes Alcoa’s ongoing commitment to add additional ASI certified facilities throughout its global operations and demonstrate that sustainability is not just a goal, but a core driver of success in the aluminum smelting industry.”

Globally, Alcoa now has 18 sites ASI certified. The Company also has earned Chain of Custody certifications to globally market and sell ASI-certified bauxite, alumina and aluminum.

About Alcoa Corp.

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability, and stronger communities wherever we operate.

Dissemination of Company Information

Alcoa Corporation intends to make future announcements regarding company developments and financial performance through its website at www.alcoa.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls and webcasts.

Investor Contact:

James Dwyer

412-992-5450

[email protected]

Media Contact:

Jim Beck

412-315-2909

[email protected]

KEYWORDS: Australia/Oceania Australia United States North America Pennsylvania

INDUSTRY KEYWORDS: Manufacturing Professional Services Mining/Minerals Environmental, Social and Governance (ESG) Natural Resources Other Manufacturing Green Technology Steel Environment Machine Tools, Metalworking & Metallurgy Sustainability

MEDIA:

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MiX Telematics Reports Preliminary Unaudited Fourth Quarter and Full Fiscal Year 2023 U.S. GAAP Financial Results

MiX Telematics Reports Preliminary Unaudited Fourth Quarter and Full Fiscal Year 2023 U.S. GAAP Financial Results

Highlights:

Fourth Quarter Fiscal Year 2023:

  • Net subscriber additions of 42,700, bringing the total base to over one million subscribers
  • Total revenue of $36.9 million, up 12% year-over-year (constant currency)
  • Subscription revenue of $32.5 million, up 14% year-over-year (constant currency)
  • Annual recurring revenue (“ARR”) of $129.0 million, up 15% year-over-year (constant currency)
  • Net income of $2.3 million
  • Adjusted EBITDA of $9.2 million, at an Adjusted EBITDA margin of 25.0% (up 280 basis points from the prior quarter)
  • Net cash from operating activities of $9.2 million
  • Free cash flow of $3.4 million
  • Board increases quarterly dividend by 12.5%

Fiscal Year 2023:

  • Total revenue of $145.0 million, up 10% year-over-year (constant currency)
  • Subscription revenue of $126.7 million, up 12% year-over-year (constant currency)
  • Net income of $4.5 million
  • Adjusted EBITDA of $29.6 million, at an Adjusted EBITDA margin of 20.4%

MIDRAND, South Africa & BOCA RATON, Fla.–(BUSINESS WIRE)–
MiX Telematics Limited (“MiX Telematics” or the “Company”) (NYSE: MIXT, JSE: MIX), a leading global Software-as-a-Service (“SaaS”) provider of connected fleet management solutions, today announced preliminary unaudited financial results, in accordance with accounting principles generally accepted in the United States (“GAAP”), for the fourth quarter and full fiscal year 2023, which ended March 31, 2023.

Management Commentary

“Closing out the fiscal year, we are proud to have surpassed the one million subscriber milestone,” said CEO Stefan Joselowitz. “In addition, we expanded our adjusted EBITDA to 25% and continued to generate strong, positive free cash flow. Throughout the quarter, we executed well against our plan and finished the year in-line with our expectations.

“As we move into fiscal year 2024, despite general uncertainties in the macro-economic environment, we remain confident that we have the necessary levers within our operational structure to maintain our balanced approach to growth, while delivering strong free cash flow and profitability. Our team continues to work towards delivering consistent ‘rule of 40’ performance in the medium-term. M&A still remains a key component of our long-term objectives, and our corporate development team is actively evaluating a range of potential prospects.”

Financial Results for the Three Months Ended March 31, 2023

Subscription Revenue: Subscription revenue increased to $32.5 million, compared to $31.3 million for the fourth quarter of fiscal year 2022. The Field Service Management (“FSM”) business acquired on September 2, 2022 contributed $2.4 million to the subscription revenue for the fourth quarter of fiscal year 2023. Subscription revenue increased by 14.2% on a constant currency basis, year over year, of which 6.7% is attributable to the FSM business acquisition. During the fourth quarter of fiscal year 2023, the Company’s subscriber base increased by a net 42,700 subscribers, mainly due to the Africa segment, with strong contributions across the asset tracking and light fleet solution categories. Subscription revenue represented 88.2% of total revenue during the fourth quarter of fiscal year 2023.

The majority of the Company’s total revenue and subscription revenue are derived from currencies other than the U.S. Dollar. Accordingly, the strengthening of the U.S. Dollar against these currencies (in particular against the South African Rand), has negatively impacted the Company’s revenue and subscription revenue reported in U.S. Dollars. Compared to the fourth quarter of fiscal year 2022, the South African Rand weakened by 16% against the U.S. Dollar. The Rand/U.S. Dollar exchange rate averaged R17.75 in the fourth quarter of fiscal year 2023 compared to an average of R15.25 during the fourth quarter of fiscal year 2022. The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the fourth quarter of fiscal year 2023 led to a 10.2% decrease in reported U.S. Dollar subscription revenue.

Total Revenue: Total revenue increased to $36.9 million, compared to $36.1 million for the fourth quarter of fiscal year 2022. During the fourth quarter of fiscal year 2023, total revenue increased by 11.6% on a constant currency basis, year over year. Hardware and other revenue was $4.3 million, a decrease of 10.2%, compared to $4.8 million for the fourth quarter of fiscal year 2022. During the fourth quarter of fiscal year 2023, hardware and other revenue decreased by 5.2% on a constant currency basis, year over year.

The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the fourth quarter of fiscal year 2023 led to a 9.5% decrease in reported U.S. Dollar total revenue.

Gross Margin: Gross profit was $22.7 million, compared to $23.2 million for the fourth quarter of fiscal year 2022. Gross profit margin decreased 260 basis points to 61.5%, compared to 64.1% for the fourth quarter of fiscal year 2022. The subscription revenue margin during the fourth quarter of fiscal year 2023 was 68.3%, compared to 69.7% for the fourth quarter of fiscal year 2022.

Income From Operations: Income from operations was $3.6 million, compared to $3.8 million for the fourth quarter of fiscal year 2022. Operating income margin decreased 70 basis points to 9.9%, compared to 10.5% for the fourth quarter of fiscal year 2022. In the fourth quarter of fiscal year 2023, Administration and other costs included restructuring costs of $0.9 million as a result of restructuring plans implemented, which accounted for a 250 basis point decline in the operating income margin. The Company expects the related cost savings and resultant operating income margin improvement to take effect during fiscal year 2024. Operating expenses of $19.1 million decreased by $0.3 million, or 1.6%, compared to the fourth quarter of fiscal year 2022. It should be noted that the FSM business contributed $1.5 million of the total operating expenses for the fourth quarter of fiscal year 2023.

Net Income and Earnings Per Share: Net income was $2.3 million, compared to net income of $3.5 million in the fourth quarter of fiscal year 2022. During the fourth quarter of fiscal year 2023, net income included a net foreign exchange gain of $0.4 million before tax and a $0.7 million charge from the income tax effect of net foreign exchange gains (which includes a $1.0 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX Telematics Investments Proprietary Limited (“MiX Investments”), a wholly-owned subsidiary of the Company, offset by a $0.3 million deferred tax credit on other foreign exchange gains). During the fourth quarter of fiscal year 2022, net income included a net foreign exchange loss of $0.8 million before tax and a $2.0 million credit from the income tax effect of net foreign exchange losses (which includes a $1.7 million deferred tax credit on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments and a $0.3 million deferred tax credit on other foreign exchange losses).

Earnings per diluted ordinary share was 0.4 U.S. cents, compared to 0.6 U.S. cents in the fourth quarter of fiscal year 2022. For the fourth quarter of fiscal year 2023, the calculation was based on diluted weighted average ordinary shares in issue of 556.1 million compared to 560.6 million diluted weighted average ordinary shares in issue during the fourth quarter of fiscal year 2022. On a ratio of 25 ordinary shares to one American Depositary Share (“ADS”), earnings per diluted ADS were 10 U.S. cents compared to 16 U.S. cents in the fourth quarter of fiscal year 2022.

Adjusted EBITDA: Adjusted EBITDA, a non-GAAP measure, increased to $9.2 million, compared to $8.2 million for the fourth quarter of fiscal year 2022. Adjusted EBITDA margin, a non-GAAP measure, for the fourth quarter of fiscal year 2023 increased 220 basis points to 25.0%, compared to 22.8% for the fourth quarter of fiscal year 2022.

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted net income was $3.0 million, compared to $2.3 million for the fourth quarter of fiscal year 2022. Adjusted net income per diluted ordinary share was 0.5 U.S. cents, compared to 0.4 U.S. cents in the fourth quarter of fiscal year 2022. At a ratio of 25 ordinary shares to one ADS, the adjusted net income per diluted ADS was 13 U.S. cents compared to 10 U.S. cents in the fourth quarter of fiscal year 2022.

Adjusted Effective Tax Rate: The Company’s effective tax rate was 45.9%, compared to negative 23.1% in the fourth quarter of fiscal year 2022. Adjusted effective tax rate, a non-GAAP measure which excludes the impact of net foreign exchange losses and gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement, net of tax, is the tax rate used in determining adjusted net income. Adjusted effective tax rate was 29.3% compared to 37.0% in the fourth quarter of fiscal year 2022.

Cash and Cash Equivalents and Cash Flow: At March 31, 2023, the Company had $29.9 million of cash and cash equivalents, compared to $33.7 million at March 31, 2022.

Net cash provided by operating activities for the fourth quarter of fiscal year 2023 increased to $9.2 million compared to $4.7 million net cash provided by operating activities for the fourth quarter of fiscal year 2022. The Company invested $5.7 million in capital expenditures (including investments in in-vehicle devices of $4.3 million), leading to free cash flow, a non-GAAP measure, of $3.4 million in the quarter. The Company incurred negative free cash flow of $2.5 million for the fourth quarter of fiscal year 2022 when the Company invested $7.3 million in capital expenditures (including investments in in-vehicle devices of $4.9 million).

Net cash used in investing activities for the fourth quarter of fiscal year 2023 was $5.7 million, compared to $7.3 million net cash used in investing activities for the fourth quarter of fiscal year 2022.

Net cash from financing activities amounted to $1.5 million for the fourth quarter of fiscal year 2023, compared to $0.4 million used during the fourth quarter of fiscal year 2022. The cash from financing activities during the fourth quarter of fiscal year 2023 mainly consisted of short-term debt facilities utilized of $3.0 million, offset by dividends paid of $1.2 million and ordinary shares repurchased of $0.3 million. The cash used in financing activities during the fourth quarter of fiscal year 2022 mainly consisted of ordinary shares repurchased of $2.2 million and dividends paid of $1.4 million, offset by facilities utilized of $3.2 million.

Financial Results for the Fiscal Year Ended March 31, 2023

Subscription Revenue: Subscription revenue increased to $126.7 million, compared to $123.6 million for fiscal year 2022. The FSM business acquired on September 2, 2022 contributed $5.6 million to the subscription revenue during fiscal year 2023. Subscription revenue increased by 11.9% on a constant currency basis, of which 4.5% is attributable to the FSM business acquisition. During fiscal year 2023, the Company’s subscriber base increased by a net 186,700 subscribers. Subscription revenue represented 87.4% of total revenue during fiscal year 2023.

The majority of the Company’s total revenue and subscription revenue are derived from currencies other than the U.S. Dollar. Accordingly, the strengthening of the U.S. Dollar against these currencies (in particular against the South African Rand) following currency volatility, has negatively impacted the Company’s revenue and subscription revenue reported in U.S. Dollars. Compared to fiscal year 2022, the South African Rand weakened by 14% against the U.S. Dollar. The Rand/U.S. Dollar exchange rate averaged R16.99 during fiscal year 2023 compared to an average of R14.86 for fiscal year 2022. The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during fiscal year 2023 led to a 9.4% decrease in reported U.S. Dollar subscription revenue.

Total Revenue: Total revenue for fiscal year 2023 increased to $145.0 million, compared to $143.3 million for fiscal year 2022. Total revenue increased by 10.3% on a constant currency basis. Hardware and other revenue was $18.3 million, a decrease of 7.0%, compared to $19.7 million for fiscal year 2022. Hardware and other revenue increased by 0.3% on a constant currency basis.

The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during fiscal year 2023 led to a 9.1% decrease in reported U.S. Dollar revenue.

Gross Margin: Gross profit was $90.9 million, compared to $91.4 million for fiscal year 2022. Gross profit margin decreased 110 basis points to 62.7%, compared to 63.8% for fiscal year 2022. The subscription revenue margin during fiscal year 2023 was 68.4%, compared to 70.3% for fiscal year 2022.

Income From Operations: Income from operations was $11.6 million, compared to $14.4 million in fiscal year 2022. The operating income margin decreased 210 basis points to 8.0%, compared to 10.1% in fiscal year 2022. Operating expenses of $79.3 million increased by $2.3 million, or 3.0%, compared to fiscal year 2022. The increase in operating expenses was mainly due to a $0.8 million and $0.9 million increase in acquisition-related costs and restructuring costs, respectively.

Net Income and Earnings Per Share: Net income was $4.5 million, compared to net income of $8.9 million in fiscal year 2022. During fiscal year 2023, net income included a net foreign exchange gain of $1.1 million before tax and a $3.5 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments, a wholly-owned subsidiary of the Company. During fiscal year 2022, net income included a net foreign exchange loss of $0.6 million before tax and a $0.6 million credit from the income tax effect of net foreign exchange losses (which includes a $0.4 million deferred tax credit on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments, as well as a $0.2 million deferred tax credit on other foreign exchange losses).

Earnings per diluted ordinary share was 0.8 U.S. cents, compared to 1.6 U.S. cents in fiscal year 2022. For fiscal year 2023, the calculation was based on diluted weighted average ordinary shares in issue of 556.1 million compared to 564.0 million diluted weighted average ordinary shares in issue during fiscal year 2022. On a ratio of 25 ordinary shares to one ADS, earnings per diluted ADS was 20 U.S. cents compared to 40 U.S. cents in fiscal year 2022.

Adjusted EBITDA: Adjusted EBITDA, a non-GAAP measure, was $29.6 million, compared to $31.6 million for fiscal year 2022. Adjusted EBITDA margin, a non-GAAP measure, for fiscal year 2023 decreased 160 basis points to 20.4%, compared to 22.0% in fiscal year 2022.

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted net income was $8.0 million, compared to $9.2 million in fiscal year 2022. Adjusted net income per diluted ordinary share was 1.4 U.S. cents, compared to 1.6 U.S. cents for fiscal year 2022. At a ratio of 25 ordinary shares to one ADS, the adjusted net income per diluted ADS was 36 U.S. cents compared to 41 U.S. cents in fiscal year 2022.

Adjusted Effective Tax Rate: The Company’s effective tax rate was 65.1%, compared to 33.1% for fiscal year 2022. Adjusted effective tax rate, a non-GAAP measure which excludes the impact of net foreign exchange losses and gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement, net of tax, is the tax rate used in determining adjusted net income. Adjusted effective tax rate was 39.4% compared to 35.3% in fiscal year 2022.

Cash and Cash Equivalents and Cash Flow: Net cash provided by operating activities for fiscal year 2023 increased to $21.9 million compared to $19.4 million net cash provided by operating activities for fiscal year 2022. The Company invested $25.1 million in capital expenditures (including investments in in-vehicle devices of $18.9 million), leading to negative free cash flow, a non-GAAP measure, of $3.2 million for the year. The Company incurred negative free cash flow of $6.8 million in fiscal year 2022 when the Company invested $26.2 million in capital expenditures (including investments in in-vehicle devices of $18.3 million).

Net cash used in investing activities for fiscal year 2023 was $28.8 million, which includes $3.7 million paid by MiX Telematics North America for the acquisition of Trimble’s FSM business, compared to $26.2 million net cash used in investing activities for fiscal year 2022.

Net cash from financing activities amounted to $5.0 million for fiscal year 2023, compared to $5.1 million used during fiscal year 2022. The cash from financing activities during fiscal year 2023 mainly consisted of short-term debt facilities utilized of $10.5 million, offset by dividends paid of $5.2 million and ordinary shares repurchased of $0.4 million. The cash used in financing activities during fiscal year 2022 mainly consisted of dividends paid of $5.9 million and ordinary shares repurchased of $3.0 million, offset by facilities utilized of $3.9 million.

During the year, the South African Rand weakened against the U.S. Dollar from R14.49 at March 31, 2022 to R17.98 at March 31, 2023 and as a result, cash decreased by $2.2 million due to foreign exchange losses.

Preliminary Financial Information

The unaudited financial information set forth in this release is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been finalized for the year-end audit, which could result in potential differences from this preliminary unaudited condensed financial information. Actual results could differ materially. The Company expects to finalize its financial results and file its Annual Report on Form 10-K no later than June 14, 2023.

Quarterly Dividend

The last recent dividend payment of 4 South African cents (0.2 U.S. cents) per ordinary share and 1 South African Rand (5 U.S. cents) per ADS was paid on March 2, 2023 to ADS holders on record on February 17, 2023. A dividend of 4.50000 South African cents per ordinary share and 1.12500 South African Rand per ADS will be paid on June 29, 2023 to ADS holders on record as of the close of business on June 16, 2023.

The details with respect to the dividends declared for holders of our ADSs are as follows:

Ex dividend on New York Stock Exchange (NYSE)

Thursday, June 15, 2023

Record date

Friday, June 16, 2023

Approximate date of currency conversion

Monday, June 19, 2023

Approximate dividend payment date

Thursday, June 29, 2023

Share Repurchases

In the fourth quarter of fiscal year 2023, the Company repurchased 838,431 ordinary shares on the open market at prevailing market prices, for a total consideration of $0.3 million. For the full fiscal year 2023, the Company repurchased 1,166,659 ordinary shares on the open market at prevailing market prices, for a cumulative consideration of $0.4 million.

Conference Call Information

MiX Telematics management will host a conference call and audio webcast at 8:00 a.m. (Eastern Daylight Time) and 2:00 p.m. (South African Time) on Thursday, May 25, 2023 to discuss the Company’s financial results and current business outlook.

  • The live webcast of the call will be available at the “Investor Information” page of the Company’s website, http://investor.mixtelematics.com.

  • To access the call, dial 1-877-451-6152 (within the United States) or 0-800-983-831 (within South Africa) or 1-201-389-0879 (outside of the United States). The conference ID is 13738806.

  • A replay of this conference call will be available for a limited time at 1-844-512-2921 (within the United States) or 1-412-317-6671 (within South Africa or outside of the United States). The replay conference ID is 13738806.

  • A replay of the webcast will also be available for a limited time at http://investor.mixtelematics.com.

About MiX Telematics Limited

MiX Telematics is a leading global provider of connected fleet and mobile asset solutions delivered as SaaS to over a million subscribers in over 120 countries. The Company’s products and services provide enterprise fleets, small fleets and consumers with solutions for efficiency, safety, compliance and security. MiX Telematics was founded in 1996 and has offices in South Africa, the United Kingdom, the United States, Uganda, Brazil, Australia, Romania and the United Arab Emirates as well as a network of more than 130 fleet value-added resellers worldwide. MiX Telematics shares are publicly traded on the Johannesburg Stock Exchange (JSE: MIX) and MiX Telematics American Depositary Shares are listed on the New York Stock Exchange (NYSE: MIXT). For more information, visit www.mixtelematics.com.

Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and statements identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.

Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of known and unknown risks and uncertainties, some of which are beyond our control including, without limitation:

  • our ability to attract, sell to and retain customers;

  • our ability to improve our growth strategies successfully, including our ability to increase sales to existing customers;

  • our ability to adapt to rapid technological change in our industry and the use of artificial intelligence;

  • competition from industry consolidation and new entrants into the industry;

  • loss of key personnel or our failure to attract, train and retain other highly qualified personnel;

  • our ability to integrate any businesses we acquire;

  • the introduction of new solutions and international expansion;

  • the impact of the global component shortage and supply chain disruptions;

  • our dependence on key suppliers and vendors to manufacture our hardware;

  • our dependence on our network of dealers and distributors to sell our solutions;

  • our ability to navigate and adapt in adverse global economic and market conditions;

  • businesses may not continue to adopt fleet management solutions;

  • our future business and system development, results of operations and financial condition;

  • expected changes in our profitability and certain cost or expense items as a percentage of our revenue;

  • changes in the practices of insurance companies;

  • the impact of laws and regulations relating to the Internet and data privacy;

  • our ability to ensure compliance with export laws, customs and import regulations, economic sanctions and Export Administration Regulations;

  • our ability to protect our intellectual property and proprietary technologies and address any infringement claims;

  • our ability to defend ourselves from litigation or administrative proceedings relating to labor, regulatory, tax or similar issues;

  • significant disruption in service on, or security breaches of, our websites or computer systems;

  • our dependence on third-party technology;

  • fluctuations in the value of the South African Rand;

  • economic, social, political, labor and other conditions and developments in South Africa and globally;

  • our ability to issue securities and access the capital markets in the future; and

  • other risks set forth in our filings with the U.S. Securities Exchange Commission.

We assume no obligation to update any forward-looking statements contained in this press release and expressly disclaim any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This press release and the accompanying tables include references to adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per share, adjusted effective tax rate, free cash flow and constant currency, which are non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses these measures, please see Annexure A titled “Non-GAAP Financial Measures and Key Business Metrics”. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP is provided in Annexure A.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

 

 

March 31,

2022

 

March 31,

2023

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

33,738

 

 

$

29,876

 

Restricted cash

 

 

981

 

 

 

781

 

Accounts receivables, net

 

 

25,092

 

 

 

24,194

 

Inventory, net

 

 

3,356

 

 

 

4,936

 

Prepaid expenses and other current assets

 

 

11,463

 

 

 

9,950

 

Total current assets

 

 

74,630

 

 

 

69,737

 

Property, plant and equipment, net

 

 

32,274

 

 

 

36,779

 

Goodwill

 

 

44,434

 

 

 

39,258

 

Intangible assets, net

 

 

20,460

 

 

 

21,895

 

Deferred tax assets

 

 

3,768

 

 

 

2,090

 

Other assets

 

 

4,988

 

 

 

6,804

 

Total assets

 

$

180,554

 

 

$

176,563

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Short-term debt

 

$

5,597

 

 

$

15,253

 

Accounts payables

 

 

8,052

 

 

 

6,120

 

Accrued expenses and other liabilities

 

 

19,610

 

 

 

21,486

 

Contingent consideration

 

 

 

 

 

3,569

 

Deferred revenue

 

 

6,692

 

 

 

5,295

 

Income taxes payable

 

 

590

 

 

 

298

 

Total current liabilities

 

 

40,541

 

 

 

52,021

 

Deferred tax liabilities

 

 

8,972

 

 

 

12,357

 

Long-term accrued expenses and other liabilities

 

 

4,344

 

 

 

3,368

 

Total liabilities

 

 

53,857

 

 

 

67,746

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

MiX Telematics Limited stockholders’ equity

 

 

 

 

Preference shares: 100 million shares authorized but not issued

 

 

 

 

 

 

Ordinary shares: 605.2 million and 608.8 million no-par value shares issued as of March 31, 2022 and March 31, 2023, respectively

 

 

64,390

 

 

 

64,001

 

Less treasury stock at cost: 53.8 million shares as of March 31, 2022 and March 31, 2023

 

 

(17,315

)

 

 

(17,315

)

Retained earnings

 

 

79,709

 

 

 

79,024

 

Accumulated other comprehensive income/(loss)

 

 

3,909

 

 

 

(13,399

)

Additional paid-in capital

 

 

(4,001

)

 

 

(3,499

)

Total MiX Telematics Limited stockholders’ equity

 

 

126,692

 

 

 

108,812

 

Non-controlling interest

 

 

5

 

 

 

5

 

Total stockholders’ equity

 

 

126,697

 

 

 

108,817

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

180,554

 

 

$

176,563

 

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Revenue

 

 

 

 

 

 

 

Subscription

$

31,274

 

 

$

32,524

 

 

$

123,573

 

 

$

126,656

 

Hardware and other

 

4,835

 

 

 

4,341

 

 

 

19,721

 

 

 

18,337

 

Total revenue

 

36,109

 

 

 

36,865

 

 

 

143,294

 

 

 

144,993

 

Cost of revenue

 

 

 

 

 

 

 

Subscription

 

9,468

 

 

 

10,304

 

 

 

36,683

 

 

 

40,073

 

Hardware and other

 

3,480

 

 

 

3,878

 

 

 

15,176

 

 

 

14,054

 

Total cost of revenue

 

12,948

 

 

 

14,182

 

 

 

51,859

 

 

 

54,127

 

Gross profit

 

23,161

 

 

 

22,683

 

 

 

91,435

 

 

 

90,866

 

Operating expenses

 

 

 

 

 

 

 

Sales and marketing

 

4,025

 

 

 

4,220

 

 

 

15,436

 

 

 

17,194

 

Administration and other

 

15,336

 

 

 

14,832

 

 

 

61,550

 

 

 

62,107

 

Total operating expenses

 

19,361

 

 

 

19,052

 

 

 

76,986

 

 

 

79,301

 

Income from operations

 

3,800

 

 

 

3,631

 

 

 

14,449

 

 

 

11,565

 

Other (expense)/income

 

(752

)

 

 

830

 

 

 

(574

)

 

 

1,689

 

Net interest expense

 

216

 

 

 

279

 

 

 

510

 

 

 

287

 

Income before income tax expense

 

2,832

 

 

 

4,182

 

 

 

13,365

 

 

 

12,967

 

Income tax benefit/(expense)

 

655

 

 

 

(1,920

)

 

 

(4,418

)

 

 

(8,445

)

Net income

 

3,487

 

 

 

2,262

 

 

 

8,947

 

 

 

4,522

 

Less: Net income attributable to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to MiX Telematics Limited

$

3,487

 

 

$

2,262

 

 

$

8,947

 

 

$

4,522

 

 

 

 

 

 

 

 

 

Net income per ordinary share:

 

 

 

 

 

 

 

Basic

$

0.006

 

 

$

0.004

 

 

$

0.016

 

 

$

0.008

 

Diluted

$

0.006

 

 

$

0.004

 

 

$

0.016

 

 

$

0.008

 

 

 

 

 

 

 

 

 

Net income per American Depositary Share:

 

 

 

 

 

 

 

Basic

$

0.16

 

 

$

0.10

 

 

$

0.41

 

 

$

0.20

 

Diluted

$

0.16

 

 

$

0.10

 

 

$

0.40

 

 

$

0.20

 

 

 

 

 

 

 

 

 

Ordinary shares:

 

 

 

 

 

 

 

Weighted average

 

550,953

 

 

 

554,000

 

 

 

551,923

 

 

 

552,603

 

Diluted weighted average

 

560,567

 

 

 

556,126

 

 

 

563,958

 

 

 

556,058

 

 

 

 

 

 

 

 

 

American Depositary Shares:

 

 

 

 

 

 

 

Weighted average

 

22,038

 

 

 

22,160

 

 

 

22,077

 

 

 

22,104

 

Diluted weighted average

 

22,423

 

 

 

22,245

 

 

 

22,558

 

 

 

22,242

 

 

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Year Ended March 31,

 

 

 

2022

 

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

Cash generated from operations

 

$

26,591

 

 

$

24,171

 

Interest received

 

 

404

 

 

 

733

 

Interest paid

 

(400

)

 

 

(911

)

Income tax paid

 

 

(7,193

)

 

 

(2,045

)

Net cash provided by operating activities

 

 

19,402

 

 

 

21,948

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Acquisition of property, plant and equipment – in-vehicle devices

 

 

(18,335

)

 

 

(18,868

)

Acquisition of property, plant and equipment – other

 

 

(1,985

)

 

 

(946

)

Proceeds from the sale of property, plant and equipment

 

 

60

 

 

 

71

 

Acquisition of intangible assets

 

 

(5,897

)

 

 

(5,307

)

Cash paid for business combination

 

 

 

 

 

(3,739

)

Net cash used in investing activities

 

 

(26,157

)

 

 

(28,789

)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Cash paid for ordinary shares repurchased

 

 

(3,011

)

 

 

(389

)

Cash paid on dividends to MiX Telematics Limited stockholders

 

 

(5,929

)

 

 

(5,197

)

Movement in short-term debt

 

 

3,873

 

 

 

10,544

 

Net cash (used in)/from financing activities

 

 

(5,067

)

 

 

4,958

 

 

 

 

 

 

Net decrease in cash and cash equivalents, and restricted cash

 

 

(11,822

)

 

 

(1,883

)

Cash and cash equivalents, and restricted cash at beginning of the period

 

 

46,343

 

 

 

34,719

 

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

 

 

198

 

 

 

(2,179

)

Cash and cash equivalents, and restricted cash at end of the period

 

$

34,719

 

 

$

30,657

 

Segment Information

Our operating segments are based on the geographical location of our Regional Sales Offices (“RSOs”) and also include our Central Services Organization (“CSO”). CSO is our central services organization that wholesales our products and services to our RSOs who, in turn, interface with our end-customers, distributors and dealers. CSO is also responsible for the development of our hardware and software platforms and provides common marketing, product management, technical and distribution support to each of our other operating segments.

Each RSO’s results reflect the external revenue earned, as well as its performance before the remaining CSO and corporate costs allocations. Segment performance is measured and evaluated by the chief operating decision maker (“CODM”) using Segment Adjusted EBITDA, which is a measure that uses income before income tax expense excluding the contingent consideration remeasurement, acquisition-related costs, non-recurring legal costs, net interest expense, net foreign exchange losses/gains, net loss/profit on sale of property, plant and equipment, restructuring costs, stock-based compensation costs, impairment of long-lived assets, depreciation, amortization, operating lease costs and corporate and consolidation entries. Product development costs are capitalized and amortized and this amortization is excluded from Segment Adjusted EBITDA.

The segment information provided to the CODM is as follows (in thousands and unaudited):

 

Three Months Ended March 31, 2022

 

Subscription Revenue

 

Hardware and Other Revenue

 

Total Revenue

 

Segment Adjusted EBITDA

Regional Sales Offices

 

 

 

 

 

 

 

Africa

$

19,139

 

$

2,391

 

$

21,530

 

$

9,642

 

Europe

 

3,302

 

 

460

 

 

3,762

 

 

1,452

 

Americas

 

3,488

 

 

315

 

 

3,803

 

 

358

 

Middle East and Australasia

 

4,218

 

 

1,424

 

 

5,642

 

 

2,499

 

Brazil

 

1,119

 

 

245

 

 

1,364

 

 

425

 

Total Regional Sales Offices

 

31,266

 

 

4,835

 

 

36,101

 

 

14,376

 

Central Services Organization

 

8

 

 

 

 

8

 

 

(2,338

)

Total Segment Results

$

31,274

 

$

4,835

 

$

36,109

 

$

12,038

 

 

Three Months Ended March 31, 2023

 

Subscription Revenue

 

Hardware and Other Revenue

 

Total Revenue

 

Segment Adjusted EBITDA

Regional Sales Offices

 

 

 

 

 

 

 

Africa

$

18,761

 

$

985

 

$

19,746

 

$

9,135

 

Europe

 

2,940

 

 

581

 

 

3,521

 

 

1,675

 

Americas

 

5,022

 

 

202

 

 

5,224

 

 

1,591

 

Middle East and Australasia

 

4,218

 

 

2,469

 

 

6,687

 

 

2,703

 

Brazil

 

1,572

 

 

98

 

 

1,670

 

 

676

 

Total Regional Sales Offices

 

32,513

 

 

4,335

 

 

36,848

 

 

15,780

 

Central Services Organization

 

11

 

 

6

 

 

17

 

 

(2,380

)

Total Segment Results

$

32,524

 

$

4,341

 

$

36,865

 

$

13,400

 

 

Year Ended March 31, 2022

 

Subscription Revenue

 

Hardware and Other Revenue

 

Total Revenue

 

Segment Adjusted EBITDA

Regional Sales Offices

 

 

 

 

 

 

 

Africa

$

74,778

 

$

8,398

 

$

83,176

 

$

36,467

 

Europe

 

13,509

 

 

3,745

 

 

17,254

 

 

6,337

 

Americas

 

14,036

 

 

1,538

 

 

15,574

 

 

842

 

Middle East and Australasia

 

16,950

 

 

5,604

 

 

22,554

 

 

10,034

 

Brazil

 

4,253

 

 

401

 

 

4,654

 

 

1,260

 

Total Regional Sales Offices

 

123,526

 

 

19,686

 

 

143,212

 

 

54,940

 

Central Services Organization

 

47

 

 

35

 

 

82

 

 

(10,168

)

Total Segment Results

$

123,573

 

$

19,721

 

$

143,294

 

$

44,772

 

 

Year Ended March 31, 2023

 

Subscription Revenue

 

Hardware and Other Revenue

 

Total Revenue

 

Segment Adjusted EBITDA

Regional Sales Offices

 

 

 

 

 

 

 

Africa

$

73,924

 

$

5,530

 

$

79,454

 

$

32,721

 

Europe

 

12,155

 

 

2,328

 

 

14,483

 

 

5,412

 

Americas

 

18,557

 

 

1,673

 

 

20,230

 

 

4,087

 

Middle East and Australasia

 

16,313

 

 

7,625

 

 

23,938

 

 

8,998

 

Brazil

 

5,637

 

 

1,175

 

 

6,812

 

 

2,133

 

Total Regional Sales Offices

 

126,586

 

 

18,331

 

 

144,917

 

 

53,351

 

Central Services Organization

 

70

 

 

6

 

 

76

 

 

(10,409

)

Total Segment Results

$

126,656

 

$

18,337

 

$

144,993

 

$

42,942

 

The following table (unaudited and shown in thousands) reconciles total Segment Adjusted EBITDA to income before income tax expense for the periods shown:

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Segment Adjusted EBITDA

$

12,038

 

 

$

13,400

 

 

$

44,772

 

 

$

42,942

 

Corporate and consolidation entries

 

(3,034

)

 

 

(3,497

)

 

 

(10,243

)

 

 

(10,716

)

Operating lease costs (1)

 

(448

)

 

 

(320

)

 

 

(1,611

)

 

 

(1,253

)

Product development costs (2)

 

(327

)

 

 

(359

)

 

 

(1,353

)

 

 

(1,331

)

Depreciation and amortization

 

(4,020

)

 

 

(4,401

)

 

 

(14,951

)

 

 

(15,609

)

Impairment of long-lived assets

 

(19

)

 

 

(104

)

 

 

(47

)

 

 

(104

)

Stock-based compensation costs

 

(321

)

 

 

(178

)

 

 

(1,325

)

 

 

(502

)

Restructuring costs (3)

 

5

 

 

 

(938

)

 

 

(164

)

 

 

(1,022

)

Net (loss)/profit on sale of property, plant and equipment

 

(7

)

 

 

(7

)

 

 

36

 

 

 

25

 

Net foreign exchange (losses)/gains

 

(758

)

 

 

367

 

 

 

(648

)

 

 

1,110

 

Net interest expense

 

(216

)

 

 

(279

)

 

 

(510

)

 

 

(287

)

Non-recurring legal costs (4)

 

(61

)

 

 

 

 

 

(591

)

 

 

 

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

(784

)

Contingent consideration remeasurement

 

 

 

 

504

 

 

 

 

 

 

504

 

Income before income tax expense

$

2,832

 

 

$

4,188

 

 

$

13,365

 

 

$

12,973

 

 

 

 

 

 

 

 

 

Description of reconciling items:

  1. For the purposes of calculating Segment Adjusted EBITDA, operating lease expenses are excluded from the Segment Adjusted EBITDA. Therefore, in order to reconcile Segment Adjusted EBITDA to income before income tax expense, the total lease expense in respect of operating leases needs to be deducted.

  2. For segment reporting purposes, product development costs, which do not meet the capitalization requirements under ASC 730 Research and Development or under ASC 985 Software, are capitalized and amortized. The amortization is excluded from Segment Adjusted EBITDA. In order to reconcile Segment Adjusted EBITDA to income before income tax expense, product development costs capitalized for segment reporting purposes need to be deducted.

  3. For the three months ended March 31, 2023, $0.4 million, $0.3 million, $0.1 million and $0.1 million of the restructuring costs related to the Middle East and Australasia, North America, CSO and Europe reporting segments, respectively.

  4. Includes legal related costs for a non-recurring patent infringement matter, that has been resolved.

Annexure A: Non-GAAP Financial Measures and Key Business Metrics

We use certain measures to assess the financial performance of the business. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with GAAP, or are calculated using financial measures that are not calculated in accordance with GAAP. These non-GAAP measures include adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per share, adjusted effective tax rate, free cash flow and constant currency information.

An explanation of the relevance of each of the non-GAAP measures, a reconciliation of the non-GAAP measures to the most directly comparable measures calculated and presented in accordance with GAAP and a discussion of their limitations is set out below. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with GAAP or those calculated using financial measures that are calculated in accordance with GAAP.

In addition to providing the non-GAAP financial measures mentioned above, we disclose ARR to give investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue for subscription contracts that have commenced revenue recognition as of the measurement date.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and adjusted EBITDA margin are two of the profit measures reviewed by the CODM. We define adjusted EBITDA as net income before income taxes, net interest expense, net foreign exchange losses/gains, depreciation of property, plant and equipment including capitalized customer in-vehicle devices, amortization of intangible assets including capitalized internal-use software development costs and intangible assets identified as part of a business combination, impairment of long-lived assets, stock-based compensation costs, net loss/profit on sale of property, plant and equipment, restructuring costs, non-recurring legal costs, acquisition-related costs and the contingent consideration remeasurement. We define adjusted EBITDA margin as adjusted EBITDA divided by total revenue.

We have included adjusted EBITDA and adjusted EBITDA margin in this press release because they are key measures that the Company’s management and Board of Directors use to understand and evaluate its core operating performance and trends; to prepare and approve its annual budget; and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA and adjusted EBITDA margin can provide a useful measure for period-to-period comparisons of the Company’s core business. Accordingly, the Company believes that adjusted EBITDA and adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating its operating results.

A reconciliation of net income (the most directly comparable financial measure presented in accordance with GAAP) to adjusted EBITDA for the periods shown is presented below (in thousands and unaudited):

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Net income

$

3,487

 

 

$

2,262

 

 

$

8,947

 

 

$

4,522

 

(Less)/plus: Income tax (benefit)/expense

 

(655

)

 

 

1,920

 

 

 

4,418

 

 

 

8,445

 

Plus: Net interest expense

 

216

 

 

 

279

 

 

 

510

 

 

 

287

 

Plus/(less): Foreign exchange losses/(gains)

 

758

 

 

 

(367

)

 

 

648

 

 

 

(1,110

)

Plus: Depreciation (1)

 

2,728

 

 

 

2,527

 

 

 

10,693

 

 

 

9,743

 

Plus: Amortization (2)

 

1,292

 

 

 

1,874

 

 

 

4,258

 

 

 

5,866

 

Plus: Impairment of long-lived assets

 

19

 

 

 

104

 

 

 

47

 

 

 

104

 

Plus: Stock-based compensation costs

 

321

 

 

 

178

 

 

 

1,325

 

 

 

502

 

Plus/(less): Net loss/(profit) on sale of property, plant and equipment

 

7

 

 

 

7

 

 

 

(36

)

 

 

(25

)

(Less)/plus: Restructuring costs

 

(5

)

 

 

938

 

 

 

164

 

 

 

1,022

 

Plus: Non-recurring legal costs (3)

 

61

 

 

 

 

 

 

591

 

 

 

 

Plus: Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

784

 

(Less): Contingent consideration remeasurement

 

 

 

 

(504

)

 

 

 

 

 

(504

)

Adjusted EBITDA

$

8,229

 

 

$

9,218

 

 

$

31,565

 

 

$

29,636

 

Adjusted EBITDA margin

 

22.8

%

 

 

25.0

%

 

 

22.0

%

 

 

20.4

%

 

 

 

 

 

 

 

 

  1. Includes depreciation of owned assets (including in-vehicle devices).

  2. Includes amortization of intangible assets (including capitalized internal-use software development costs and intangible assets identified as part of a business combination).

  3. Includes legal related costs for a non-recurring patent infringement matter, that has been resolved.

Our use of adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and should not be considered as performance measures in isolation from, or as a substitute for, analysis of our results as reported under GAAP.

Some of these limitations are:

  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

  • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

  • Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

  • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to the Company;

  • other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure; and

  • certain of the adjustments (such as restructuring costs, impairment of long-lived assets and others) made in calculating adjusted EBITDA are those that management believes are not representative of our underlying operations and, therefore, are subjective in nature.

Because of these limitations, adjusted EBITDA and adjusted EBITDA margin should be considered alongside other financial performance measures, including income from operations, net income and our other results.

Adjusted Net Income

Adjusted net income is defined as net income excluding net foreign exchange losses/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement, net of tax. During the current period, the adjusted net income definition has been updated also to exclude restructuring costs and contingent consideration remeasurement. The Company does not believe that such restructuring costs reflect its ongoing, core operations because of its non-periodic nature. Therefore, the adjusted net income definition has been updated in the current period to exclude restructuring costs, thereby allowing investors and others to understand and evaluate the Company’s operating results.

We have included adjusted net income in this press release because it provides a useful measure for period-to-period comparisons of our core business by excluding net foreign exchange losses/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement, net of tax and associated tax consequences, from earnings. Accordingly, we believe that adjusted net income provides useful information to investors and others in understanding and evaluating our operating results.

The following table (in thousands, except per share data, and unaudited) reconciles net income to adjusted net income for the periods shown:

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Net income

$

3,487

 

 

$

2,262

 

 

$

8,947

 

 

$

4,522

 

Net foreign exchange losses/(gains)

 

758

 

 

 

(367

)

 

 

648

 

 

 

(1,110

)

Income tax effect of net foreign exchange (losses)/gains

 

(1,980

)

 

 

708

 

 

 

(563

)

 

 

3,500

 

Restructuring costs (1)

 

(5

)

 

 

938

 

 

 

164

 

 

 

1,022

 

Income tax effect of restructuring costs

 

 

 

 

(148

)

 

 

(21

)

 

 

(168

)

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

784

 

Income tax effect of acquisition-related costs

 

 

 

 

 

 

 

 

 

 

(182

)

Contingent consideration remeasurement

 

 

 

 

(504

)

 

 

 

 

 

(504

)

Income tax effect of contingent consideration remeasurement

 

 

 

 

116

 

 

 

 

 

 

116

 

Adjusted net income

$

2,260

 

 

$

3,005

 

 

$

9,175

 

 

$

7,980

 

 

 

 

 

 

 

 

 

  1. During the fourth quarter of fiscal year 2023, the Company incurred significant restructuring costs due to restructuring plans implemented as part of a cost saving initiative. The comparative periods in the above table have been re-presented to reflect the inclusion of such new adjustments. This resulted in an immaterial decrease in the adjusted net income for the three months ended March 31, 2022 and a $0.1 million increase in the adjusted net income for fiscal year 2022.

Adjusted Net Income Per Share

Adjusted net income per share is defined as adjusted net income divided by the weighted average number of ordinary shares or ADS in issue during the period. During the current period, the adjusted net income per share definition has been updated also to exclude restructuring costs and contingent consideration remeasurement. The Company does not believe that such restructuring costs reflect its ongoing, core operations because of its non-periodic nature. Therefore, the adjusted net income per share definition has been updated in the current period to exclude restructuring costs, thereby allowing investors and others to understand and evaluate the Company’s operating results.

We have included adjusted net income per share in this press release because it provides a useful measure for period-to-period comparisons of our core business by excluding net foreign exchange losses/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement, net of tax and associated tax consequences, from earnings. Accordingly, we believe that adjusted net income per share provides useful information to investors and others in understanding and evaluating our operating results.

The following tables (unaudited) reconcile diluted net income per ordinary share or ADS to diluted adjusted net income per ordinary share or ADS for the periods shown:

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Net income per ordinary share – diluted

$

0.006

 

 

$

0.004

 

 

$

0.016

 

 

$

0.008

 

Effect of net foreign exchange losses/(gains) to net income

 

0.001

 

 

 

(0.001

)

 

 

0.001

 

 

 

(0.002

)

Income tax effect of net foreign exchange (losses)/gains

 

(0.003

)

 

 

0.001

 

 

 

(0.001

)

 

 

0.006

 

Restructuring costs (1)

#

 

 

0.002

 

 

#

 

 

0.002

 

Income tax effect of restructuring costs

#

 

#

 

#

 

#

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

0.001

 

Income tax effect of acquisition-related costs

 

 

 

 

 

 

 

 

 

#

Contingent consideration remeasurement

 

 

 

 

(0.001

)

 

 

 

 

 

(0.001

)

Income tax effect of contingent consideration remeasurement

 

 

 

#

 

 

 

 

#

Adjusted net income per ordinary share – diluted

$

0.004

 

 

$

0.005

 

 

$

0.016

 

 

$

0.014

 

 

 

 

 

 

 

 

 

  1. During the fourth quarter of fiscal year 2023, the Company incurred significant restructuring costs due to restructuring plans implemented as part of a cost saving initiative. The comparative periods in the above table have been re-presented to reflect the inclusion of such new adjustments. The adjusted net income per diluted ordinary share remained unchanged for the three months ended March 31, 2022 and fiscal year 2022.

 

 

 

 

 

 

 

 

# Amount less than $0.001

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Net income per ADS – diluted

$

0.16

 

 

$

0.10

 

 

$

0.40

 

 

$

0.20

 

Effect of net foreign exchange losses/(gains) to net income

 

0.03

 

 

 

(0.02

)

 

 

0.03

 

 

 

(0.05

)

Income tax effect of net foreign exchange (losses)/gains

 

(0.09

)

 

 

0.03

 

 

 

(0.03

)

 

 

0.16

 

Restructuring costs (1)

*

 

 

0.04

 

 

 

0.01

 

 

 

0.05

 

Income tax effect of restructuring costs

*

 

 

(0.01

)

 

*

 

 

(0.01

)

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

0.04

 

Income tax effect of acquisition-related costs

 

 

 

 

 

 

 

 

 

 

(0.01

)

Contingent consideration remeasurement

 

 

 

 

(0.02

)

 

 

 

 

 

(0.02

)

Income tax effect of contingent consideration remeasurement

 

 

 

 

0.01

 

 

 

 

 

*

Adjusted net income per ADS – diluted

$

0.10

 

 

$

0.13

 

 

$

0.41

 

 

$

0.36

 

 

 

 

 

 

 

 

 

  1. During the fourth quarter of fiscal year 2023, the Company incurred significant restructuring costs due to restructuring plans implemented as part of a cost saving initiative. The comparative periods in the above table have been re-presented to reflect the inclusion of such new adjustments. The adjusted net income per diluted ADS remained unchanged for the three months ended March 31, 2022 and increased by $0.01 for fiscal year 2022.

 

 

 

 

 

 

 

 

* Amount less than $0.01

Adjusted Effective Tax Rate

The adjusted effective tax rate is defined as income tax benefit/expense excluding the income tax effect of net foreign exchange losses/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement divided by income before income tax expense excluding net foreign exchange losses/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement. During the current period, the adjusted effective tax rate definition has been updated also to exclude restructuring costs and contingent consideration remeasurement. The Company does not believe that such restructuring costs reflect its ongoing, core operations because of its non-periodic nature. Therefore, the adjusted effective tax rate definition has been updated in the current period to exclude restructuring costs, thereby allowing investors and others to understand and evaluate the Company’s operating results.

A reconciliation of the effective tax rate (the most directly comparable financial measure presented in accordance with GAAP) to the adjusted effective tax rate for the periods shown is presented below (in thousands and unaudited):

 

Three Months Ended March 31,

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Income before income tax expense

$

2,832

 

 

$

4,182

 

 

$

13,365

 

 

$

12,967

 

Net foreign exchange losses/(gains)

 

758

 

 

 

(367

)

 

 

648

 

 

 

(1,110

)

Restructuring costs (1)

 

(5

)

 

 

938

 

 

 

164

 

 

 

1,022

 

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

784

 

Contingent consideration

remeasurement

 

 

 

 

(504

)

 

 

 

 

 

(504

)

Income before income tax expense excluding net foreign exchange losses/(gains), restructuring costs, acquisition-related costs and contingent consideration remeasurement

$

3,585

 

 

$

4,249

 

 

$

14,177

 

 

$

13,159

 

 

 

 

 

 

 

 

 

Income tax benefit/(expense)

$

655

 

 

$

(1,920

)

 

$

(4,418

)

 

$

(8,445

)

Income tax effect of net foreign exchange (losses)/gains

 

(1,980

)

 

 

708

 

 

 

(563

)

 

 

3,500

 

Income tax effect of restructuring costs

 

 

 

 

(148

)

 

 

(21

)

 

 

(168

)

Income tax effect of acquisition-related costs

 

 

 

 

 

 

 

 

 

 

(182

)

Income tax effect of contingent consideration remeasurement

 

 

 

 

116

 

 

 

 

 

 

116

 

Income tax expense excluding income tax effect of net foreign exchange (losses)/gains, restructuring costs, acquisition-related costs and contingent consideration remeasurement

$

(1,325

)

 

$

(1,244

)

 

$

(5,002

)

 

$

(5,179

)

 

 

 

 

 

 

 

 

Effective tax rate

 

(23.1

) %

 

 

45.9

%

 

 

33.1

%

 

 

65.1

%

 

 

 

 

 

 

 

 

Adjusted effective tax rate

 

37.0

%

 

 

29.3

%

 

 

35.3

%

 

 

39.4

%

 

 

 

 

 

 

 

 

  1. During the fourth quarter of fiscal year 2023, the Company incurred significant restructuring costs due to restructuring plans implemented as part of a cost saving initiative. The comparative periods in the above table have been re-presented to reflect the inclusion of such new adjustments. The adjusted effective tax rate increased by 0.1% for the three months ended March 31, 2022 and decreased by 0.2% for fiscal year 2022.

Free Cash Flow

Free cash flow is determined as net cash provided by operating activities less capital expenditure for investing activities. We believe that free cash flow provides useful information to investors and others in understanding and evaluating the Company’s cash flows as it provides detail of the amount of cash the Company generates or utilizes after accounting for all capital expenditures including investments in in-vehicle devices.

The following table (in thousands and unaudited) reconciles net cash provided by operating activities to free cash flow for the periods shown:

 

Three Months Ended March 31,

 

Year Ended March 31,

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

Net cash provided by operating activities

$

4,742

 

 

$

9,153

 

 

$

19,402

 

 

$

21,948

 

Less: Capital expenditure payments

 

(7,259

)

 

 

(5,726

)

 

 

(26,217

)

 

 

(25,121

)

Free cash flow

$

(2,517

)

 

$

3,427

 

 

$

(6,815

)

 

$

(3,173

)

Constant Currency

Constant currency information has been presented to illustrate the impact of changes in currency rates on the Company’s results. The constant currency information has been determined by adjusting the current financial reporting period results to the prior period average exchange rates, determined as the average of the monthly exchange rates applicable to the period. The measurement has been performed for each of the Company’s currencies, including the South African Rand and British Pound. The constant currency growth percentage has been calculated by utilizing the constant currency results compared to the prior period results.

The constant currency information represents non-GAAP information. We believe this provides a useful basis to measure the performance of our business as it removes distortion from the effects of foreign currency movements during the period.

Due to the significant portion of our customers who are invoiced in non-U.S. Dollar denominated currencies, we also calculate our subscription revenue growth rate on a constant currency basis, thereby removing the effect of currency fluctuation on our results of operations.

The following tables (in thousands, except year over year change) provide the unaudited constant currency reconciliation to the most directly comparable GAAP measure for the periods shown:

Subscription Revenue:

 

 

 

 

 

 

Three Months Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Subscription revenue as reported

$

31,274

 

$

32,524

 

4.0

%

Conversion impact of U.S. Dollar/other currencies

 

 

 

3,191

 

10.2

%

Subscription revenue on a constant currency basis

$

31,274

 

$

35,715

 

14.2

%

Hardware and Other Revenue:

 

 

 

 

 

 

Three Months Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Hardware and other revenue as reported

$

4,835

 

$

4,341

 

(10.2

) %

Conversion impact of U.S. Dollar/other currencies

 

 

 

242

 

5.0

%

Hardware and other revenue on a constant currency basis

$

4,835

 

$

4,583

 

(5.2

) %

Total Revenue:

 

 

 

 

 

 

Three Months Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Total revenue as reported

$

36,109

 

$

36,865

 

2.1

%

Conversion impact of U.S. Dollar/other currencies

 

 

 

3,433

 

9.5

%

Total revenue on a constant currency basis

$

36,109

 

$

40,298

 

11.6

%

Subscription Revenue:

 

 

 

 

 

 

Year Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Subscription revenue as reported

$

123,573

 

$

126,656

 

2.5

%

Conversion impact of U.S. Dollar/other currencies

 

 

 

11,622

 

9.4

%

Subscription revenue on a constant currency basis

$

123,573

 

$

138,278

 

11.9

%

Hardware and Other Revenue:

 

 

 

 

 

 

Year Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Hardware and other revenue as reported

$

19,721

 

$

18,337

 

(7.0

) %

Conversion impact of U.S. Dollar/other currencies

 

 

 

1,438

 

7.3

%

Hardware and other revenue on a constant currency basis

$

19,721

 

$

19,775

 

0.3

%

Total Revenue:

 

 

 

 

 

 

Year Ended March 31,

 

Year Over Year Change

 

 

2022

 

 

2023

 

 

Total revenue as reported

$

143,294

 

$

144,993

 

1.2

%

Conversion impact of U.S. Dollar/other currencies

 

 

 

13,060

 

9.1

%

Total revenue on a constant currency basis

$

143,294

 

$

158,053

 

10.3

%

Key Business Metrics

Annual Recurring Revenue

We believe that ARR is a key indicator of the trajectory of our business performance and serves as an indicator of future subscription revenue growth. We define ARR as the annualized value of subscription contracts that have commenced revenue recognition as of the measurement date. ARR is calculated by taking the subscription revenue for the last month of the period, multiplied by 12. It provides a 12-month forward view of revenue, assuming unit numbers, pricing and foreign exchange rates (the average monthly exchange rates applicable to the last month of the period) remain unchanged during the year. Constant currency ARR growth has been determined by adjusting the prior financial reporting period results to the last month of the current period average exchange rates, determined as the average monthly exchange rates applicable to the last month of the period.

ARR does not have a standardized meaning and is not necessarily comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and is not intended to be combined with or to replace it. ARR is not a forecast and the active contracts at the date used in calculating ARR may or may not be extended or renewed.

ARR is included in the following table (in thousands and unaudited):

 

Year Ended March 31,

 

 

2022

 

 

2023

Annual Recurring Revenue

$

127,116

 

$

128,989

 

Matt Glover and Cody Cree

Gateway Group, Inc.

[email protected]

+1-949-574-3860

KEYWORDS: Florida Africa United States South Africa North America

INDUSTRY KEYWORDS: Software Technology Fleet Management Automotive

MEDIA:

Stratasys to Combine with Desktop Metal in Approximately $1.8 Billion All-Stock Transaction

Stratasys to Combine with Desktop Metal in Approximately $1.8 Billion All-Stock Transaction

Merger Creates a Next-Generation Additive Manufacturing Company Delivering Industrial Polymer, Metal, Sand and Ceramic Solutions from Design to Mass Production

Combined Company Expected to Generate $1.1 Billion in Revenue with Adjusted EBITDA Margin of 10%-12% in 2025

Stratasys and Desktop Metal Reaffirm Previously Provided Guidance

Companies to Host Conference Call to Discuss Transaction Today at 8:30 A.M. ET

Visit www.NextGenerationAM.com for More Information

MINNEAPOLIS & REHOVOT, Israel & BOSTON–(BUSINESS WIRE)–
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) and Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) today announced that they have entered into a definitive agreement whereby the companies will combine in an all-stock transaction valued at approximately $1.8 billion. The transaction unites the polymer strengths of Stratasys with the complementary industrial mass production leadership of Desktop Metal’s brands, creating an additive manufacturing company that is expected to be well-positioned to serve the evolving needs of customers in manufacturing.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230524005893/en/

Stratasys and Desktop Metal are expected to generate $1.1 billion in 2025 revenue, with significant upside potential in a total addressable market of more than $100 billion by 2032.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Desktop Metal stockholders will receive 0.123 ordinary shares of Stratasys for each share of Desktop Metal Class A common stock. This represents a value of approximately $1.88 per share of Desktop Metal Class A common stock based on the closing price of a Stratasys ordinary share of $15.26 on May 23, 2023. Following the closing of the transaction, which is expected to occur in the fourth quarter of 2023, existing Stratasys shareholders will own approximately 59% of the combined company, and legacy Desktop Metal stockholders will own approximately 41% of the combined company, in each case, on a fully diluted basis.

“Today is an important day in Stratasys’ evolution,” said Dr. Yoav Zeif, CEO of Stratasys. “The combination with Desktop Metal will accelerate our growth trajectory by uniting two leaders to create a premier global provider of industrial additive manufacturing solutions. With attractive positions across complementary product offerings, including aerospace, automotive, consumer products, healthcare and dental, as well as one of the largest and most experienced R&D teams, industry-leading go-to-market infrastructure and a robust balance sheet, the combined company will be committed to delivering ongoing innovation while providing outstanding service to customers. We look forward to building on the complementary strengths of the combined business and leveraging the strong brand equity across the portfolio to deliver enhanced value to shareholders, customers and employees.”

“We believe this is a landmark moment for the additive manufacturing industry,” said Ric Fulop, Co-founder, Chairman and CEO of Desktop Metal. “The combination of these two great companies marks a turning point in driving the next phase of additive manufacturing for mass production. We are excited to complement our portfolio of production metal, sand, ceramic and dental 3D printing solutions with Stratasys’ polymer offerings. Together, we will strive to build an even more resilient offering with a diversified customer base across industries and applications in order to drive long-term sustainable growth. We look forward to combining with Stratasys to deliver profitability while driving further innovation for a larger customer base and providing expanded opportunities for our employees.”

Compelling Strategic and Financial Benefits of the Transaction

  • Combined Company Creates Greater Opportunities for Growth: The transaction establishes a uniquely scaled additive manufacturing company that is expected to be one of the largest companies in the industry, targeting $1.1 billion in 2025 revenue. In addition, there are significant opportunities as additive manufacturing increases its offerings in mass production, with expected industry growth to more than $100 billion by 2032.
  • Brings Together Complementary Portfolios: Bringing together Stratasys’ and Desktop Metal’s additive manufacturing platform offerings, the combined company will have a broad product portfolio and attractive positions across multiple additive manufacturing technologies and solutions. Upon close, more than 50% of pro forma combined company revenue is expected to be derived from end-use-parts manufacturing and mass production, one of the fastest growing segments in additive manufacturing. The combined company is expected to offer customers end to end solutions from designing, prototyping and tooling to mass production and aftermarket operations across the entire manufacturing lifecycle.
  • Unites Robust Innovation and Technology Expertise: The transaction brings together complementary IP portfolios with more than 3,400 patents and pending patent applications. Together, Stratasys and Desktop Metal have invested over $500 million in R&D over the last four fiscal years. In addition, the combined company will have one of the largest R&D and engineering teams in the industry with over 800 scientists and engineers focused on driving innovation across a differentiated materials library.
  • Diversifies Customer Base Across Industries and Applications: This combination brings together complementary products and technologies that cover a wide range of industry verticals and use cases. The combined company is expected to have superior global go-to-market capabilities with enhanced market access for recognizable brands, backed up by premier customer support capabilities. With more than 27,000 industrial customers, the combined company will have a large customer base across industries, materials and applications to drive significant recurring revenue from consumables.
  • Creates Opportunities for Meaningful Synergies: The combined company is expected to generate approximately $50 million in additional annual run-rate cost synergies by 2025, due primarily to cost reductions in sales, general and administrative expenses, supply chain management and optimization of operational processes. The combined company is expected to generate an additional $50 million in annual run-rate revenue synergies by 2025 from enhanced market access.1
  • Increases Financial Strength: The combined company is targeting 10%-12% adjusted EBITDA margins in 2025. Together, Stratasys and Desktop Metal had $437 million2 of cash and cash equivalents as of the first quarter of 2023, and this transaction accelerates the combined company’s financial flexibility through a well-capitalized balance sheet to drive future growth.

Leadership and Governance

Following the close of the transaction, Dr. Zeif will lead the combined company as Chief Executive Officer together with Mr. Fulop as Chairman of the Board. Upon completion of the transaction, the combined company’s Board of Directors will be comprised of 11 members, five of whom will be selected by Stratasys, and five of whom will be selected by Desktop Metal, plus Dr. Zeif as CEO. Stratasys Chairman Dov Ofer will serve as lead independent director of the combined company.

Timing to Close and Approvals

The transaction, which is expected to be completed in the fourth quarter of 2023, is subject to customary closing conditions, including the approval of Stratasys’ shareholders and Desktop Metal’s stockholders and the receipt of certain governmental and regulatory approvals.

Shareholder Rights Plans

In connection with the transaction, Stratasys entered into an amendment to its existing shareholder rights plan (as amended, the “Stratasys Rights Plan”), pursuant to which the expiration date has been extended to the later of (a) July 24, 2023 and (b) the conclusion of the extraordinary general meeting of Stratasys’ shareholders for the purpose of seeking approval of Stratasys’ shareholders of the transactions contemplated by the merger agreement (unless such meeting has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof) or such time as the merger agreement has been terminated in accordance with its terms. The extension of the expiration date of the Stratasys Rights Plan is intended to ensure that all shareholders have a meaningful opportunity to vote on the approval of the transaction and preserve for all shareholders the long-term value of the company in the event of a takeover or acquisition of a controlling stake without the payment of a control premium. The Stratasys Rights Plan will not prevent any person from making a superior proposal pursuant to the terms of the merger agreement.

Also in connection with the transaction, the Desktop Metal board intends to adopt a limited duration shareholder rights plan (the “Desktop Metal Rights Plan”). The Desktop Metal Rights Plan will be designed to assist the Desktop Metal board in maximizing shareholder value in connection with the transaction. The Desktop Metal Rights Plan, like the Stratasys Rights Plan, will not prevent any person from making a superior proposal pursuant to the terms of the merger agreement.

Additional details about the amendment to the Stratasys Rights Plan will be included in a Form 6-K to be filed by Stratasys with the SEC. Additional details about the Desktop Metal Rights Plan will be included in a Current Report on Form 8-K to be filed by Desktop Metal with the U.S. Securities and Exchange Commission (the “SEC”).

Stratasys and Desktop Metal Guidance

Stratasys today reaffirmed the guidance provided on May 16, 2023 when the company reported its first quarter earnings results, including its medium-term financial forecast. Desktop Metal also reaffirmed full year 2023 guidance provided with its first quarter earnings results on May 10, 2023.

Conference Call and Webcast

Stratasys and Desktop Metal will host a joint conference call and webcast today at 8:30 A.M. ET to discuss the details of the transaction.

The companies have posted a presentation regarding the transaction on the Investor Relations sections of their websites.

The investor conference call will be available via live webcast on Stratasys’ investor relations website at investors.stratasys.com and on Desktop Metal’s investor relations website at ir.desktopmetal.com, or directly at the following web address: https://event.choruscall.com/mediaframe/webcast.html?webcastid=TAE4tFjn.

To participate by telephone, the U.S. toll-free number is 877-524-8416 and the international dial-in is +1 412-902-1028. Investors are advised to dial into the call at least ten minutes prior to the call to register. The webcast will be available for six months at investors.stratasys.com and ir.desktopmetal.com, or by accessing the above-provided web address.

Stratasys and Desktop Metal have also launched a website, www.NextGenerationAM.com, where the presentation and other materials related to the transaction are available.

Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Stratasys and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel. Stifel is acting as exclusive financial advisor to Desktop Metal and Latham & Watkins LLP and Shibolet & Co. are serving as legal counsel.

About Stratasys

Stratasysis leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

About Desktop Metal

Desktop Metal (NYSE:DM) is driving Additive Manufacturing 2.0, a new era of on-demand, digital mass production of industrial, medical, and consumer products. Our innovative 3D printers, materials, and software deliver the speed, cost, and part quality required for this transformation. We’re the original inventors and world leaders of the 3D printing methods we believe will empower this shift, binder jetting and digital light processing. Today, our systems print metal, polymer, sand and other ceramics, as well as foam and recycled wood. Manufacturers use our technology worldwide to save time and money, reduce waste, increase flexibility, and produce designs that solve the world’s toughest problems and enable once-impossible innovations. Learn more about Desktop Metal and our #TeamDM brands at www.desktopmetal.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements include statements relating to the proposed transaction between Stratasys Ltd. (“Stratasys”) and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information – Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.

These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form F-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Stratasys intends to file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.

Participants in the Solicitation

Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2022 Annual General Meeting of Shareholders, which was filed with the SEC on August 8, 2022, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.

1 Based on management estimates. Run-rate synergies expected to be realized by CY 2025E.

2 Before executing the Covestro acquisition.

Stratasys

Investor Relations

Yonah Lloyd

CCO / VP Investor Relations

[email protected]

U.S. Media

Ed Trissel / Joseph Sala / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Israel Media

Rosa Coblens

VP Sustainability, Public Relations IL & Global Internal Communications

[email protected]

Yael Arnon

Scherf Communications

[email protected]

+972527202703

Desktop Metal

Investor Relations

Jay Gentzkow

[email protected]

(781) 730-2110

Media Relations

Sarah Webster

[email protected]

(313) 715-6988

KEYWORDS: Minnesota Massachusetts United States North America Israel Middle East

INDUSTRY KEYWORDS: Engineering Chemicals/Plastics Automotive Manufacturing Aerospace Manufacturing Machinery

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Biodesix Announces Four Presentations of Health Economic Data Highlighting Cost Saving Potential of Nodify Lung® Testing

Biodesix Announces Four Presentations of Health Economic Data Highlighting Cost Saving Potential of Nodify Lung® Testing

BOULDER, Colo.–(BUSINESS WIRE)–
Biodesix, Inc. (Nasdaq: BDSX), a leading data-driven diagnostic solutions company with a focus in lung disease, presented original data in four separate poster presentations at the ISPOR (International Society for Pharmaceutical and Outcomes Research) conference, providing evidence of the health economic benefits of the Nodify CDT® and Nodify XL2® tests in the management of pulmonary nodules. The posters, presented May 8-9, 2023, highlighted potential cost savings in both Medicare and commercially insured patient populations with use of the tests.

The analyses estimated cost savings in a hypothetical population of 1 million patients in a US Medicare or commercial payer setting over a 2-year time horizon. The results predicted that plans would save $600,000 to $3.9 million with use of the tests in the treatment pathways for managing pulmonary nodules.

The two posters assessing budget impact of the Nodify XL2 test, titled “Budget Impact of a Blood-Based Integrated Classifier Test to Reclassify Risk of Pulmonary Nodules in a US Commercial Payer Setting” and “Budget Impact of a Blood-Based Integrated Classifier Test to Down Classify Risk of Pulmonary Nodules in a US Medicare Payer Setting,” highlighted the cost-savings to payers by incorporating Nodify XL2 use, with cost-savings largely attributed to the ability of the test to reduce invasive procedures on benign nodules. Prior studies have shown that work up of benign nodules make up the majority of costs of pulmonary nodule management.

The two posters assessing budget impact of the Nodify CDT test, titled “Budget Impact of a Blood-Based Auto-Antibody Test to Up-Classify Risk of Pulmonary Nodules in a US Commercial Payer Setting” and “Budget Impact of a Blood-Based Auto-Antibody Test to Up-Classify Risk of Pulmonary Nodules in a US Medicare Payer Setting,” focused on the ability of the test to support earlier diagnosis of lung cancer leading to an increase in stage I diagnoses and improved patient outcomes. At earlier stages, patients are eligible for potentially curative surgical resection with a lower cost profile compared to standard of care therapies for advanced stage lung cancer.

“These data presented at ISPOR solidifies the transformative potential of our Nodify CDT and Nodify XL2 tests,” said Scott Hutton, CEO of Biodesix. “Establishing the healthcare cost savings that result from broad use of the tests is an important step to showcasing the utility of the tests throughout the healthcare ecosystem. Our commitment is to pursue innovations that transform patient care while bringing economic balance to the healthcare system.”

About Biodesix

Biodesix is a leading data-driven diagnostic solutions company with a focus in lung disease. The Company develops diagnostic tests addressing important clinical questions by combining multi-omics through the power of artificial intelligence. Biodesix offers five Medicare-covered tests for patients with lung diseases. The blood based Nodify Lung® nodule risk assessment testing strategy, consisting of the Nodify XL2® and the Nodify CDT® tests, evaluates the risk of malignancy in pulmonary nodules, enabling physicians to better triage patients to the most appropriate course of action. The blood based IQLung™ strategy for lung cancer patients integrates the GeneStrat® targeted ddPCR™ test, the GeneStrat NGS™ test and the VeriStrat® test to support treatment decisions across all stages of lung cancer with results in an average of two to three business days, expediting time to treatment. Biodesix also leverages the proprietary and advanced Diagnostic Cortex® AI (Artificial Intelligence) platform, to collaborate with many of the world’s leading biotechnology and pharmaceutical companies to solve complex diagnostic challenges in lung disease. For more information about Biodesix, visit biodesix.com.

Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors. Biodesix has based these forward-looking statements largely on its current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Forward-looking statements may include information concerning the impact of the COVID-19 pandemic on Biodesix and its operations, its possible or assumed future results of operations, including descriptions of its revenues, profitability, outlook, and overall business strategy. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. The Company’s ability to continue as a going concern could cause actual results to differ materially from those contemplated in this press release and additionally, other factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Biodesix’s most recent annual report on Form 10-K, filed March 14, 2022 or subsequent quarterly reports on Form 10-Q during 2022, if applicable. Biodesix undertakes no obligation to revise or publicly release the results of any revision to such forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

Media:

Robbie Lunt

[email protected]

1-866-432-5930

Investors:

Chris Brinzey

[email protected]

(339) 970-2843

KEYWORDS: Colorado United States North America

INDUSTRY KEYWORDS: Oncology Data Management Health Technology General Health Pharmaceutical Biotechnology

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Lattice to Present at Upcoming Investor Conferences

Lattice to Present at Upcoming Investor Conferences

HILLSBORO, Ore.–(BUSINESS WIRE)–Lattice Semiconductor Corporation (NASDAQ: LSCC), the low power programmable leader, today announced that it is scheduled to participate in fireside chats at the following investor conferences:

  • Bernstein’s 39th Annual Strategic Decisions Conference (SDC) in New York on Wednesday, May 31, 2023 at 2:30 p.m. Eastern Time
  • TD Cowen’s 51st Annual Technology, Media, and Telecom Conference in New York on Thursday, June 1, 2023 at 10:15 a.m. Eastern Time

Jim Anderson, President and Chief Executive Officer, Sherri Luther, Chief Financial Officer, and Rick Muscha, Senior Director of Investor Relations, will discuss Lattice Semiconductor’s strategy and recent financial results.

A live webcast and replay of the group presentation at each conference will be available on the Investor Relations section of www.latticesemi.com.

About Lattice Semiconductor

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive, and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, or Weibo.

MEDIA:

Sophia Hong

Lattice Semiconductor

503-268-8786

[email protected]

INVESTOR:

Rick Muscha

Lattice Semiconductor

408-826-6000

[email protected]

KEYWORDS: United States North America Oregon New York

INDUSTRY KEYWORDS: Semiconductor Technology Other Technology Telecommunications Software Internet

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Planet Partners with the UAE Space Agency to Build Satellite Data-driven Loss and Damage Atlas for Climate Resilience

Planet Partners with the UAE Space Agency to Build Satellite Data-driven Loss and Damage Atlas for Climate Resilience

OSLO, Norway–(BUSINESS WIRE)–Planet Labs PBC (NYSE: PL), a leading provider of daily data and insights about Earth, today announced its partnership with the United Arab Emirates (UAE) Space Agency, to build a regional satellite data-driven loss and damage atlas for climate change resilience. The initiative aims to provide data to a select country facing high degrees of climate risk to help build resilience, make informed policy decisions, and stimulate financial programs for climate adaptation and mitigation.

The data facility plans to initially focus on compiling data for a select climate-vulnerable country for purposes of quantifying damages caused by extreme weather events, such as floods and drought and helping to establish early-warning systems. With access to high-frequency, high-resolution satellite data and analytical tools, the goal is to make these foundational datasets available to governments, NGOs, and related parties so that they can develop insights on climate-related topics like population distribution, wildfire and flood risks, agricultural productivity and food security, and physical assets.

“Climate change is one of the biggest challenges we as a planet have ever faced, and it’s critical that vulnerable countries are able to have real, tangible insights to build resilience,” said Will Marshall, Planet co-founder and CEO. “Satellite data can help to capture those insights and to help build early warning systems for climate risks, but we can’t do it alone. We are proud of our partnership with the UAE Space Agency to get this data into the hands of important participants.”

Planet is set to provide key data assets and capabilities for this atlas, including:

  • Access to PlanetScope satellite data for the exemplary country, to leverage a near-daily country-level imagery scan, at 3 meter resolution, and see gradual change happening, such as coastal erosion.

  • SkySat Tasking capabilities, to identify specific areas of interest and capture fine details, at 50 centimeter resolution, of swiftly changing events, such as the immediate impacts of flooding damage.

  • Use of the Roads and Building Change Detection analytics feed, to receive AI-enhanced insights on rapid urban growth in regions facing climate risk.

  • Access to the Soil Moisture Content Planetary Variables data feed, to monitor near-daily changes in soil moisture, at 100 meters per pixel, in regions such as agricultural lands threatened by drought.

  • Insights from the Land Surface Temperature Planetary Variables data feed, to illuminate temperature fluctuations over time, such as climate change-induced rising urban and rural heat.

  • With partners, provide technical training and engagement with end-user organizations, through webinars, on-site training, and engagement with local universities and academic partners to ensure the data is used effectively.

“This project is an act of data diplomacy from the UAE to a country facing disproportionate risks from climate change, and it’s vital to help it access the digital tools and resources to manage for a sustainable and secure future. The UAE government has made sustainability and preserving the environment top priorities, reflected by launching the UAE Net Zero by 2050 strategic initiative nationally. In line with this direction, the UAE Space Agency has launched several initiatives and projects to ensure that we are doing our part and further driving the global journey towards sustainability, and support of the Climate Change initiatives,” said H.E. Salem Butti Al Qubaisi, Director General of the UAE Space Agency.

This project was conceived in response to several COP27 (the 2022 United Nations Climate Change Conference) initiatives, including the decision to accelerate the implementation of the Warsaw International Mechanism for Loss and Damage where developed nations have been urged to extend financial aid, technology, and expertise to developing countries to tackle the loss and damage resulting from climate change. Additionally, the atlas’s objectives align with the World Meteorological Organization’s Early Warning Systems for All initiative, aiming to enhance the availability and accessibility of early warning systems for hazards such as extreme weather, water, and climate-related events in climate-vulnerable countries.

Forward-looking Statements

Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s ability to capture market opportunity and realize any of the potential benefits from current or future product enhancements, new products, or strategic partnerships and customer collaborations. Forward-looking statements are based on the Company’s management’s beliefs, as well as assumptions made by, and information currently available to them. Because such statements are based on expectations as to future events and results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to the risk factors and other disclosures about the Company and its business included in the Company’s periodic reports, proxy statements, and other disclosure materials filed from time to time with the Securities and Exchange Commission (SEC) which are available online at www.sec.gov, and on the Company’s website at www.planet.com. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date such statements are made. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

Lauren Neville

Planet Labs PBC

[email protected]

KEYWORDS: California United States United Arab Emirates North America Middle East Europe Norway

INDUSTRY KEYWORDS: Technology Environment Satellite Other Technology Environmental Issues Climate Change

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Stratasys to Combine with Desktop Metal in Approximately $1.8 Billion All-Stock Transaction

Stratasys to Combine with Desktop Metal in Approximately $1.8 Billion All-Stock Transaction

Merger Creates a Next-Generation Additive Manufacturing Company Delivering Industrial Polymer, Metal, Sand and Ceramic Solutions from Design to Mass Production

Combined Company Expected to Generate $1.1 Billion in Revenue with Adjusted EBITDA Margin of 10%-12% in 2025

Stratasys and Desktop Metal Reaffirm Previously Provided Guidance

Companies to Host Conference Call to Discuss Transaction Today at 8:30 A.M. ET

Visit www.NextGenerationAM.com for More Information

MINNEAPOLIS & REHOVOT, Israel & BOSTON–(BUSINESS WIRE)–
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) and Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) today announced that they have entered into a definitive agreement whereby the companies will combine in an all-stock transaction valued at approximately $1.8 billion. The transaction unites the polymer strengths of Stratasys with the complementary industrial mass production leadership of Desktop Metal’s brands, creating an additive manufacturing company that is expected to be well-positioned to serve the evolving needs of customers in manufacturing.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230524005875/en/

Stratasys and Desktop Metal are expected to generate $1.1 billion in 2025 revenue, with significant upside potential in a total addressable market of more than $100 billion by 2032.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Desktop Metal stockholders will receive 0.123 ordinary shares of Stratasys for each share of Desktop Metal Class A common stock. This represents a value of approximately $1.88 per share of Desktop Metal Class A common stock based on the closing price of a Stratasys ordinary share of $15.26 on May 23, 2023. Following the closing of the transaction, which is expected to occur in the fourth quarter of 2023, existing Stratasys shareholders will own approximately 59% of the combined company, and legacy Desktop Metal stockholders will own approximately 41% of the combined company, in each case, on a fully diluted basis.

“Today is an important day in Stratasys’ evolution,” said Dr. Yoav Zeif, CEO of Stratasys. “The combination with Desktop Metal will accelerate our growth trajectory by uniting two leaders to create a premier global provider of industrial additive manufacturing solutions. With attractive positions across complementary product offerings, including aerospace, automotive, consumer products, healthcare and dental, as well as one of the largest and most experienced R&D teams, industry-leading go-to-market infrastructure and a robust balance sheet, the combined company will be committed to delivering ongoing innovation while providing outstanding service to customers. We look forward to building on the complementary strengths of the combined business and leveraging the strong brand equity across the portfolio to deliver enhanced value to shareholders, customers and employees.”

“We believe this is a landmark moment for the additive manufacturing industry,” said Ric Fulop, Co-founder, Chairman and CEO of Desktop Metal. “The combination of these two great companies marks a turning point in driving the next phase of additive manufacturing for mass production. We are excited to complement our portfolio of production metal, sand, ceramic and dental 3D printing solutions with Stratasys’ polymer offerings. Together, we will strive to build an even more resilient offering with a diversified customer base across industries and applications in order to drive long-term sustainable growth. We look forward to combining with Stratasys to deliver profitability while driving further innovation for a larger customer base and providing expanded opportunities for our employees.”

Compelling Strategic and Financial Benefits of the Transaction

  • Combined Company Creates Greater Opportunities for Growth: The transaction establishes a uniquely scaled additive manufacturing company that is expected to be one of the largest companies in the industry, targeting $1.1 billion in 2025 revenue. In addition, there are significant opportunities as additive manufacturing increases its offerings in mass production, with expected industry growth to more than $100 billion by 2032.
  • Brings Together Complementary Portfolios: Bringing together Stratasys’ and Desktop Metal’s additive manufacturing platform offerings, the combined company will have a broad product portfolio and attractive positions across multiple additive manufacturing technologies and solutions. Upon close, more than 50% of pro forma combined company revenue is expected to be derived from end-use-parts manufacturing and mass production, one of the fastest growing segments in additive manufacturing. The combined company is expected to offer customers end to end solutions from designing, prototyping and tooling to mass production and aftermarket operations across the entire manufacturing lifecycle.
  • Unites Robust Innovation and Technology Expertise: The transaction brings together complementary IP portfolios with more than 3,400 patents and pending patent applications. Together, Stratasys and Desktop Metal have invested over $500 million in R&D over the last four fiscal years. In addition, the combined company will have one of the largest R&D and engineering teams in the industry with over 800 scientists and engineers focused on driving innovation across a differentiated materials library.
  • Diversifies Customer Base Across Industries and Applications: This combination brings together complementary products and technologies that cover a wide range of industry verticals and use cases. The combined company is expected to have superior global go-to-market capabilities with enhanced market access for recognizable brands, backed up by premier customer support capabilities. With more than 27,000 industrial customers, the combined company will have a large customer base across industries, materials and applications to drive significant recurring revenue from consumables.
  • Creates Opportunities for Meaningful Synergies: The combined company is expected to generate approximately $50 million in additional annual run-rate cost synergies by 2025, due primarily to cost reductions in sales, general and administrative expenses, supply chain management and optimization of operational processes. The combined company is expected to generate an additional $50 million in annual run-rate revenue synergies by 2025 from enhanced market access.1
  • Increases Financial Strength: The combined company is targeting 10%-12% adjusted EBITDA margins in 2025. Together, Stratasys and Desktop Metal had $437 million2 of cash and cash equivalents as of the first quarter of 2023, and this transaction accelerates the combined company’s financial flexibility through a well-capitalized balance sheet to drive future growth.

Leadership and Governance

Following the close of the transaction, Dr. Zeif will lead the combined company as Chief Executive Officer together with Mr. Fulop as Chairman of the Board. Upon completion of the transaction, the combined company’s Board of Directors will be comprised of 11 members, five of whom will be selected by Stratasys, and five of whom will be selected by Desktop Metal, plus Dr. Zeif as CEO. Stratasys Chairman Dov Ofer will serve as lead independent director of the combined company.

Timing to Close and Approvals

The transaction, which is expected to be completed in the fourth quarter of 2023, is subject to customary closing conditions, including the approval of Stratasys’ shareholders and Desktop Metal’s stockholders and the receipt of certain governmental and regulatory approvals.

Shareholder Rights Plans

In connection with the transaction, Stratasys entered into an amendment to its existing shareholder rights plan (as amended, the “Stratasys Rights Plan”), pursuant to which the expiration date has been extended to the later of (a) July 24, 2023 and (b) the conclusion of the extraordinary general meeting of Stratasys’ shareholders for the purpose of seeking approval of Stratasys’ shareholders of the transactions contemplated by the merger agreement (unless such meeting has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof) or such time as the merger agreement has been terminated in accordance with its terms. The extension of the expiration date of the Stratasys Rights Plan is intended to ensure that all shareholders have a meaningful opportunity to vote on the approval of the transaction and preserve for all shareholders the long-term value of the company in the event of a takeover or acquisition of a controlling stake without the payment of a control premium. The Stratasys Rights Plan will not prevent any person from making a superior proposal pursuant to the terms of the merger agreement.

Also in connection with the transaction, the Desktop Metal board intends to adopt a limited duration shareholder rights plan (the “Desktop Metal Rights Plan”). The Desktop Metal Rights Plan will be designed to assist the Desktop Metal board in maximizing shareholder value in connection with the transaction. The Desktop Metal Rights Plan, like the Stratasys Rights Plan, will not prevent any person from making a superior proposal pursuant to the terms of the merger agreement.

Additional details about the amendment to the Stratasys Rights Plan will be included in a Form 6-K to be filed by Stratasys with the SEC. Additional details about the Desktop Metal Rights Plan will be included in a Current Report on Form 8-K to be filed by Desktop Metal with the U.S. Securities and Exchange Commission (the “SEC”).

Stratasys and Desktop Metal Guidance

Stratasys today reaffirmed the guidance provided on May 16, 2023 when the company reported its first quarter earnings results, including its medium-term financial forecast. Desktop Metal also reaffirmed full year 2023 guidance provided with its first quarter earnings results on May 10, 2023.

Conference Call and Webcast

Stratasys and Desktop Metal will host a joint conference call and webcast today at 8:30 A.M. ET to discuss the details of the transaction.

The companies have posted a presentation regarding the transaction on the Investor Relations sections of their websites.

The investor conference call will be available via live webcast on Stratasys’ investor relations website at investors.stratasys.com and on Desktop Metal’s investor relations website at ir.desktopmetal.com, or directly at the following web address: https://event.choruscall.com/mediaframe/webcast.html?webcastid=TAE4tFjn.

To participate by telephone, the U.S. toll-free number is 877-524-8416 and the international dial-in is +1 412-902-1028. Investors are advised to dial into the call at least ten minutes prior to the call to register. The webcast will be available for six months at investors.stratasys.com and ir.desktopmetal.com, or by accessing the above-provided web address.

Stratasys and Desktop Metal have also launched a website, www.NextGenerationAM.com, where the presentation and other materials related to the transaction are available.

Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Stratasys and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel. Stifel is acting as exclusive financial advisor to Desktop Metal and Latham & Watkins LLP and Shibolet & Co. are serving as legal counsel.

About Stratasys

Stratasysis leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

About Desktop Metal

Desktop Metal (NYSE:DM) is driving Additive Manufacturing 2.0, a new era of on-demand, digital mass production of industrial, medical, and consumer products. Our innovative 3D printers, materials, and software deliver the speed, cost, and part quality required for this transformation. We’re the original inventors and world leaders of the 3D printing methods we believe will empower this shift, binder jetting and digital light processing. Today, our systems print metal, polymer, sand and other ceramics, as well as foam and recycled wood. Manufacturers use our technology worldwide to save time and money, reduce waste, increase flexibility, and produce designs that solve the world’s toughest problems and enable once-impossible innovations. Learn more about Desktop Metal and our #TeamDM brands at www.desktopmetal.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements include statements relating to the proposed transaction between Stratasys Ltd. (“Stratasys”) and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information – Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.

These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form F-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Stratasys intends to file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.

Participants in the Solicitation

Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2022 Annual General Meeting of Shareholders, which was filed with the SEC on August 8, 2022, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.

______________________________

1
Based on management estimates. Run-rate synergies expected to be realized by CY 2025E.

2 Before executing the Covestro acquisition.

Stratasys

Investor Relations

Yonah Lloyd

CCO / VP Investor Relations

[email protected]

U.S. Media

Ed Trissel / Joseph Sala / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Israel Media

Rosa Coblens

VP Sustainability, Public Relations IL & Global Internal Communications

[email protected]

Yael Arnon

Scherf Communications

[email protected]

+972527202703

Desktop Metal

Investor Relations

Jay Gentzkow

[email protected]

(781) 730-2110

Media Relations

Sarah Webster

[email protected]

(313) 715-6988

KEYWORDS: Minnesota Massachusetts United States North America Israel Middle East

INDUSTRY KEYWORDS: Electronic Design Automation Engineering Chemicals/Plastics Technology Manufacturing Software

MEDIA:

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KKR Announces the Acquisition of a Residential Portfolio in Finland

KKR Announces the Acquisition of a Residential Portfolio in Finland

First investment in the Nordics through KKR’s European Real Estate Core Plus strategy

STOCKHOLM–(BUSINESS WIRE)–
KKR, a leading global investment firm, today announced that KKR’s European real estate platform has agreed to acquire a high-quality portfolio of thirty residential properties in Finland (the “Portfolio”) from Kruunuasunnot. The Portfolio comprises over 1,200 residential units with two thirds of the portfolio located in the country’s three largest cities of Helsinki, Turku and Tampere.

This transaction is KKR’s first in the Nordic region through its European Core Plus Real Estate strategy, which invests in high-quality, substantially stabilised assets with medium-term value growth potential. Residential is a key sub-sector of KKR’s overall European real estate strategy, given its strong structural growth drivers, including population growth and urbanization to support greater demand for rental housing.

Commenting on the acquisition, Ian Williamson, Managing Director and Head of Core Plus Real Estate in Europe at KKR, said: “We’re delighted to enter the Finnish residential real estate market with this acquisition. This is our first residential investment in our recently launched European Core Plus strategy and builds on our broader European track record in the residential market. We believe the Finnish residential market has compelling fundamentals, underpinned by a stable economy and strong demand for urban rental housing. The entry basis and business plan align well with our strategy.”

Alexander Thams, Director and Head of Nordics Real Estate for KKR, added: “This transaction marks an important step in the growth of our Nordics real estate platform as we continue to accelerate our regional investment strategy. We are pleased to acquire a portfolio of high-quality assets with great potential that are meeting the needs of local tenants and the growing demand for rental housing.”

Avant Capital Partners, a Finnish boutique real estate investor and asset manager, will manage the portfolio providing local market expertise and asset management capabilities.

Commenting on the acquisition, Jussi Thusberg, Partner and co-founder of Avant Capital Partners, said: “We’re very keen to return to the Finnish residential space and to start working with KKR on this interesting transaction, which forms an excellent platform that we’re intending to grow further. The share of rental housing in relation to owner-occupier has increased in the past years which, supported by urbanization, we see as a trend that will continue to grow going forward as well.”

KKR has an established track record in the Nordic region, having invested over €6bn in equity since 2007 and strengthening its presence and growth ambitions in the region with the opening of a new office in Stockholm, Sweden in June 2021. Recent investments in the region include Söderberg & Partners, Sector Alarm, Wolt, Nordic Bioscience, Caruna, Avida and a residential real estate joint venture in Denmark.

Krogerus is acting as legal advisor to KKR.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Avant Capital Partners

Avant Capital Partners is a boutique real estate investment and asset management firm focusing primarily on Finnish real estate opportunities together with its investment partners. The Helsinki-based company has a substantial track record in investment and asset management as well as complex turnaround projects and property development, and it has completed over EUR 1.3Bn in investments with blue-chip partners since its inception in 2016. The company currently manages real estate investments worth in excess of EUR 1Bn.

Media Enquiries

KKR: Nordics

Fogel & Partners

Ludvig Gauffin

+46 70 222 60 30

[email protected]

KKR: UK

FGS Global

Sophia Johnston

+44 20 7251 3801

[email protected]

Avant Capital Partners

Jussi Thusberg

Partner, co-founder

+358 400 778097

[email protected]

KEYWORDS: Ireland Finland United Kingdom Europe Sweden

INDUSTRY KEYWORDS: Construction & Property Finance Media Asset Management Banking Communications Professional Services Residential Building & Real Estate

MEDIA:

IQVIA & (RED) Announce Groundbreaking Partnership to Support Laboratory System Strengthening

IQVIA & (RED) Announce Groundbreaking Partnership to Support Laboratory System Strengthening

RESEARCH TRIANGLE PARK, N.C.–(BUSINESS WIRE)–IQVIA™ (NYSE:IQV), a leading global provider of advanced analytics, technology solutions, and clinical research services to the life science industry, announced a groundbreaking partnership today with (RED), the organization co-founded by Bono and Bobby Shriver to fight AIDS and the injustices that enable pandemics to thrive, to support laboratory system strengthening and save lives.

The $5 million impact partnership will channel life-saving money to the Global Fund’s Laboratory Systems Integration Fund. Doubling the impact, the Bill & Melinda Gates Foundation will match every dollar from the partnership to the Global Fund.

“Every day, IQVIA works alongside our customers and partners to help improve global health. This impact partnership is the latest example of IQVIA’s commitment to improving healthcare systems in low- and middle-income countries, to ultimately drive healthcare forward and create a healthier world,” said David Franks, Vice President, Global Public Health, IQVIA.

“Partnerships like the one we are announcing today with IQVIA are key to building more resilient and responsive laboratories and global health systems,” said Jennifer Lotito, President and COO of (RED). “We can’t end the AIDS pandemic and prevent future pandemics without the life science industry. (RED) is delighted to add IQVIA to our dedicated family of life-science partners who are helping make preventable and treatable disease preventable and treatable for everyone.”

“If there’s one thing that we have learned even more clearly from COVID-19, it is that rapid diagnosis is the first line of defense against any infectious disease outbreak,” said Peter Sands, the Executive Director of the Global Fund to Fight AIDS, Tuberculosis and Malaria. “At a time when global health leaders are working toward a pandemic treaty, this new Integration Fund demonstrates the will to fight today’s infectious diseases and prepare for tomorrow’s pandemics.”

The Global Fund’s Laboratory Systems Integration Fund aims to advance laboratory systems readiness and capability ratings in over a dozen low- and middle-income countries across Africa, Asia and Latin America to detect and respond to potential local health threats before they become global pandemics. Along with IQVIA, the Fund is backed by $54 million in investments from The Rockefeller Foundation, The Abbott Fund, the philanthropic foundation of the global healthcare company Abbott, and the Global Fund, along with 10 other recipient countries.

About IQVIA

IQVIA (NYSE:IQV) is a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence™ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 87,000 employees, IQVIA conducts operations in more than 100 countries.

IQVIA is a global leader in protecting individual patient privacy. The company uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. IQVIA’s insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures. To learn more, visit www.iqvia.com.

About (RED)

Founded by Bono & Bobby Shriver in 2006 to fight AIDS, (RED) partners with the world’s most iconic brands and people to create products and experiences that raise money, heat and urgency for global health crises.

Every action you take with (RED) saves lives.

To date, (RED) has generated over $750 million for the Global Fund, helping more than 245 million people. (RED) funding supports life-saving programs that empower health workers and provide testing, treatment and care in places where injustice has enabled pandemics to thrive.

Nick Childs, IQVIA Investor Relations ([email protected])

+1.973.316.3828

Trent Brown, IQVIA Media Relations ([email protected])

+1.919.780.3221

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Health Technology Data Management Technology Pharmaceutical Philanthropy Fund Raising Clinical Trials Foundation Science Biotechnology Software AIDS Other Science Health Research

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Wipro Annual Report 2023 on Form 20-F Available Online for ADS Holders

Wipro Annual Report 2023 on Form 20-F Available Online for ADS Holders

EAST BRUNSWICK, N.J. & BENGALURU, India–(BUSINESS WIRE)–
Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO), a leading technology services and consulting company, announced that it has filed its Annual Report on Form 20-F for the year ended March 31, 2023 with the U.S. Securities and Exchange Commission on May 24, 2023 (U.S. time) and will furnish the same to its American Depository Shares (ADS) holders on its website in lieu of a physical distribution.

The financial statements included in the Annual Report on Form 20-F for the year ended March 31, 2023, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and is available through the Wipro Limited website at- https://www.wipro.com/investors/annual-reports/

In accordance with New York Stock Exchange rules, physical and email copies of Wipro’s Annual Report on Form 20-F will be made available, at no cost, to ADS holders upon request.

About Wipro Limited

Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is a leading technology services and consulting company focused on building innovative solutions that address clients’ most complex digital transformation needs. Leveraging our holistic portfolio of capabilities in consulting, design, engineering, and operations, we help clients realize their boldest ambitions and build future-ready, sustainable businesses. With over 250,000 employees and business partners across 66 countries, we deliver on the promise of helping our customers, colleagues, and communities thrive in an ever-changing world. For additional information, visit us at www.wipro.com.

Forward-Looking Statements

The forward-looking statements contained herein represent Wipro’s beliefs regarding future events, many of which are by their nature, inherently uncertain and outside Wipro’s control. Such statements include, but are not limited to, statements regarding Wipro’s growth prospects, its future financial operating results, and its plans, expectations and intentions. Wipro cautions readers that the forward-looking statements contained herein are subject to risks and uncertainties that could cause actual results to differ materially from the results anticipated by such statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, complete proposed corporate actions, intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our business and industry.

Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission, including, but not limited to, Annual Reports on Form 20-F. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

Contact for Investor Relations

Dipak Kumar Bohra

[email protected]

Abhishek Jain

[email protected]

Contact for Media & Press

Purnima Burman

[email protected]

KEYWORDS: New Jersey United States India North America Asia Pacific

INDUSTRY KEYWORDS: Professional Services Data Management Technology Data Analytics Software Consulting

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