Market Newsdesk

January 31, 2023 9:21 am

Oshkosh Corporation Reports Fiscal 2022 Fourth Quarter and Full Year Results

Oshkosh Corporation Reports Fiscal 2022 Fourth Quarter and Full Year Results

Reports Fourth Quarter Sales of $2.20 billion, up 23 Percent

Reports Strong Orders Leading to a Record Backlog of Over $14 Billion

Reports Fourth Quarter Diluted Earnings per Share of $1.14 and Adjusted¹Earnings per Share of $1.60

Reports Fiscal 2022 Diluted Earnings per Share of $2.63 and Adjusted¹ Earnings per Share of $3.46

Forms New Vocational Segment and Announces Divestment of Rear Discharge Concrete Mixer Business

Announces 11 Percent Increase in Quarterly Cash Dividend to $0.41 Per Share

Initiates Fiscal 2023 Earnings per Share Guidance in the Range of $5.50

OSHKOSH, Wis.–(BUSINESS WIRE)–
Oshkosh Corporation (NYSE: OSK), a leading innovator of mission-critical vehicles and essential equipment, today reported fiscal 2022 fourth quarter net income of $75.1 million, or $1.14 per diluted share, compared to $24.2 million, or $0.36 per diluted share, for the three months ended December 31, 2021. Adjusted¹ net income was $105.1 million, or $1.60 per diluted share, for the fourth quarter of fiscal 2022. Adjusted¹ net income for the fourth quarter of fiscal 2022 excludes after-tax charges of $25.7 million for a settlement of a frozen pension plan and $4.3 million for an impairment of an intangible asset in the Defense segment. Comparisons in this news release are to the three and twelve months ended December 31, 2021, unless otherwise noted.

“Oshkosh Corporation team members delivered a strong close to fiscal 2022 with robust sequential and year over year revenue and operating income growth during the fourth quarter,” stated John C. Pfeifer, Oshkosh Corporation president and chief executive officer. “Strong market fundamentals and elevated demand for our products drove high order rates in the quarter and a record backlog of more than $14 billion. We expect that robust demand will continue to support strong revenue and earnings growth in fiscal 2023 and beyond. While we continued to experience unfavorable supply chain dynamics and inflation impacts, our teams took appropriate actions to minimize and mitigate these challenges.

“This morning we are also announcing the formation of the new Oshkosh Corporation Vocational segment. We are combining our Fire & Emergency segment and Commercial segment businesses into this new segment. The segment will be focused on designing, developing and manufacturing purpose-built vocational vehicles and we expect to drive enhanced efficiencies while better leveraging our scale in technology development at an accelerated pace. We believe the Vocational segment will also serve as a platform for further organic and inorganic growth opportunities in several important end markets. We expect the Vocational segment’s revenues to grow at a high single digit compound annual growth rate to $3 billion with over 12 percent operating margins over the next few years. The Vocational segment will be led by our current Fire & Emergency segment president Jim Johnson. With this change, Oshkosh Corporation’s businesses will be aligned in three segments: Access, Defense and Vocational. We are also announcing that we have entered into a definitive agreement to sell our rear discharge concrete mixer business and expect to close by the end of this quarter.

“Based on strong demand that is supported by over $14 billion in backlog, we are pleased to announce fiscal 2023 expectations for revenue in the range of $8.4 billion and earnings per share in the range of $5.50, representing strong growth compared to fiscal 2022. Our ranges reflect expectations for ongoing supply chain constraints with modest improvements expected during fiscal 2023,” added Pfeifer.

Consolidated sales in the fourth quarter of fiscal 2022 increased 23.0 percent to $2.20 billion due to higher sales volume across all segments and improved pricing.

Consolidated operating income in the fourth quarter of fiscal 2022 increased 253.4 percent to $147.0 million, or 6.7 percent of sales, compared to $41.6 million, or 2.3 percent of sales, for the three months ended December 31, 2021. The increase was primarily due to improved pricing and higher sales volume, offset in part by higher material & logistics costs and higher production costs.

Consolidated operating results for the fourth quarter of fiscal 2022 included a charge of $5.6 million for the impairment of an intangible asset in the Defense segment. Excluding this item, adjusted¹ operating income in the fourth quarter of fiscal 2022 was $152.6 million, or 6.9 percent of sales.

Factors affecting fourth quarter results for the Company’s business segments included:

Access Equipment – Access Equipment segment sales for the fourth quarter of fiscal 2022 increased 28.9 percent to $1.07 billion as a result of improved sales volume and higher pricing in response to higher input costs. Access Equipment segment sales in the fourth quarter of fiscal 2022 were unfavorably impacted by $20.0 million from changes in foreign currency exchange rates.

Access Equipment segment operating income in the fourth quarter of fiscal 2022 increased 203.7 percent to $116.0 million, or 10.8 percent of sales, compared to $38.2 million, or 4.6 percent of sales, for the three months ended December 31, 2021. The increase was primarily due to higher pricing and higher sales volume, offset in part by higher material & logistics costs and higher production costs.

Defense – Defense segment sales for the fourth quarter of fiscal 2022 increased 3.0 percent to $547.7 million due to higher aftermarket parts shipments, offset in part by lower Joint Light Tactical Vehicle program volume.

Defense segment operating income in the fourth quarter of fiscal 2022 increased 24.4 percent to $19.9 million, or 3.6 percent of sales, compared to $16.0 million, or 3.0 percent of sales, for the three months ended December 31, 2021. The increase was due to favorable product mix offset in part by an intangible asset impairment.

Defense segment results for the fourth quarter of fiscal 2022 included the charge of $5.6 million for the impairment of an intangible asset. Excluding this charge, adjusted¹ operating income in the fourth quarter of fiscal 2022 was $25.5 million, or 4.7 percent of sales.

Fire & Emergency – Fire & Emergency segment sales for the fourth quarter of fiscal 2022 increased 37.2 percent to $300.0 million due to higher fire truck deliveries as bottlenecks in manufacturing eased during the quarter as well as higher pricing in response to higher input costs.

Fire & Emergency segment operating income in the fourth quarter of fiscal 2022 increased 49.1 percent to $23.7 million, or 7.9 percent of sales, compared to $15.9 million, or 7.3 percent of sales, for the three months ended December 31, 2021. The increase was due to higher sales volume and higher pricing, offset in part by higher material & logistics costs and higher production costs.

Commercial – Commercial segment sales for the fourth quarter of fiscal 2022 increased 34.3 percent to $282.9 million due to higher refuse collection vehicle volume and higher pricing in response to higher input costs.

Commercial segment operating income in the fourth quarter of fiscal 2022 increased 641.7 percent to $17.8 million, or 6.3 percent of sales, compared to $2.4 million, or 1.1 percent of sales, for the three months ended December 31, 2021. The increase in operating income was largely due to improved pricing and higher sales volume, offset in part by higher material & logistics costs and higher new product development spending.

Corporate – Corporate costs in the fourth quarter of fiscal 2022 decreased $0.5 million to $30.4 million due to lower project spend and lower incentive compensation costs, offset in part by higher share-based compensation costs.

Interest Expense Net of Interest Income – Interest expense net of interest income in the fourth quarter of fiscal 2022 decreased $2.3 million to $9.5 million.

Miscellaneous, net – Miscellaneous expense for the fourth quarter of fiscal 2022 primarily related to a $33.6 million settlement of a frozen defined benefit pension plan.

Provision for Income Taxes – The Company recorded income tax expense in the fourth quarter of fiscal 2022 of $29.1 million, or 27.6 percent of pre-tax income, compared to $1.2 million, or 5.0 percent of pre-tax income, in the three months ended December 31, 2021.

Full-Year Results

The Company reported net sales for fiscal 2022 of $8.28 billion and net income of $173.9 million, or $2.63 per diluted share. This compares with net sales of $7.95 billion and net income of $461.1 million, or $6.68 per diluted share, in the prior year. The decline in net income in fiscal 2022 compared to the twelve months ended December 31, 2021 was the result of higher material & logistics costs, higher manufacturing costs largely associated with supply chain challenges, the absence of a carryback of a U.S. net operating loss to previous tax years, adverse cumulative contract adjustments in the Defense segment, the after-tax charge for the settlement of the frozen pension plan, higher new product development spending and a charge associated with foreign anti-hybrid tax legislation as a result of comments made by taxing authorities of the applicable jurisdiction, offset in part by improved pricing and lower incentive compensation costs.

Adjusted¹ net income was $228.7 million, or $3.46 per diluted share, for fiscal 2022 and $378.2 million, or $5.48 per diluted share, for the twelve months ended December 31, 2021. Adjusted¹ net income excludes the charge of $25.7 million for the settlement of the pension plan, the charge of $18.1 million associated with foreign anti-hybrid tax legislation, $6.4 million for the impairment of intangible assets and a charge of $4.6 million for the release of cumulative translation adjustment losses. Adjusted¹ results for the twelve months ended December 31, 2021 excluded a $75.3 million tax benefit associated with the carryback of a U.S. net operating loss to prior years and an $11.7 million tax benefit associated with the release of a valuation allowance on deferred tax assets in Europe, offset in part by after-tax charges of $3.9 million associated with restructuring actions in the Access Equipment segment and $0.2 million associated with business acquisition costs in the Defense segment.

Change in Inventory Accounting

Historically, approximately 80 percent of the Company’s inventories were accounted for under the last-in, first-out (LIFO) method of accounting. During the fourth quarter of fiscal 2022, the Company converted its accounting for all inventory to the first-in, first-out (FIFO) method of accounting to better align with the accounting practices of peers, to more accurately reflect the current value and physical flow of inventory and to harmonize the accounting method for inventories across the Company. The change in accounting has been retrospectively applied to the consolidated financial statements.

Dividend Announcement

The Company’s Board of Directors today declared a quarterly cash dividend of $0.41 per share of Common Stock. The dividend represents an increase of 11 percent from the previous dividend and will be payable on March 2, 2023 to shareholders of record as of February 16, 2023.

Fiscal 2023 Expectations

The Company announced its fiscal 2023 diluted earnings per share estimate in the range of $5.50 on projected net sales in the range of $8.4 billion. These estimates reflect operating income in the range of $530 million. This guidance includes an impact of approximately $0.80 per share related to incentive compensation costs returning to typical levels and increased new product development investment of approximately $0.30 per share.

Conference Call

The Company will host a conference call at 9:30 a.m. EST this morning to discuss its fiscal 2022 fourth quarter and full year results and its full-year fiscal 2023 outlook. Slides for the call will be available on the Company’s website beginning at 7:00 a.m. EST this morning. The call will be simultaneously webcast. To access the webcast, go to oshkoshcorp.com at least 15 minutes prior to the event and follow instructions for listening to the webcast. An audio replay of the call and related question and answer session will be available for 12 months at this website.

Forward Looking Statements

This news release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this news release, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the extent of supply chain and logistics disruptions; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor, freight and overhead costs; the Company’s ability to attract and retain production labor in a timely manner; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; the impacts of orders from the U.S. Postal Service; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including the Form 8-K filed today. All forward-looking statements speak only as of the date of this news release. The Company assumes no obligation, and disclaims any obligation, to update information contained in this news release. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

About Oshkosh Corporation

At Oshkosh (NYSE: OSK), we make innovative, mission-critical equipment to help everyday heroes advance communities around the world. Headquartered in Wisconsin, Oshkosh Corporation employs approximately 15,000 team members worldwide, all united behind a common cause: to make a difference in people’s lives. Oshkosh products can be found in more than 150 countries under the brands of JLG®, Pierce®, Oshkosh® Defense, McNeilus®, IMT®, Jerr-Dan®, Frontline™, Oshkosh® Airport Products, London™, Pratt Miller and Maxi-Metal. For more information, visit oshkoshcorp.com.

________________________

¹ This news release refers to GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. Oshkosh Corporation believes that the non-GAAP measures provide investors a useful comparison of the Company’s performance to prior period results. These non-GAAP measures may not be comparable to similarly-titled measures disclosed by other companies. A reconciliation of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures can be found under the caption “Non-GAAP Financial Measures” in this news release.

®, ™ All brand names referred to in this news release are trademarks of Oshkosh Corporation or its subsidiary companies.

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except share and per share amounts; unaudited)

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

Net sales

$

2,203.6

$

1,791.7

$

8,282.0

$

7,952.5

Cost of sales

1,888.6

1,596.4

7,227.6

6,734.8

Gross income

315.0

195.3

1,054.4

1,217.7

Operating expenses:

Selling, general and administrative

159.4

150.9

662.8

672.0

Amortization of purchased intangibles

3.0

2.8

11.6

11.1

Intangible asset impairment charge

5.6

—

7.7

—

Total operating expenses

168.0

153.7

682.1

683.1

Operating income

147.0

41.6

372.3

534.6

Other income (expense):

Interest expense

(14.2

)

(12.5

)

(53.4

)

(48.7

)

Interest income

4.7

0.7

9.5

3.6

Miscellaneous, net

(32.0

)

(5.6

)

(52.8

)

(6.2

)

Income before income taxes and earnings (losses) of unconsolidated affiliates

105.5

24.2

275.6

483.3

Provision for income taxes

29.1

1.2

97.5

23.7

Income before earnings (losses) of unconsolidated affiliates

76.4

23.0

178.1

459.6

Equity in earnings (losses) of unconsolidated affiliates

(1.3

)

1.2

(4.2

)

1.5

Net income

$

75.1

$

24.2

$

173.9

$

461.1

Earnings per share:

Basic

$

1.15

$

0.36

$

2.65

$

6.76

Diluted

1.14

0.36

2.63

6.68

Basic weighted-average shares outstanding

65,429,937

67,351,145

65,699,693

68,258,241

Dilutive equity-based compensation awards

426,766

585,332

435,125

730,661

Diluted weighted-average shares outstanding

65,856,703

67,936,477

66,134,818

68,988,902

During the fourth quarter of fiscal 2022, the Company voluntarily changed its method of accounting for domestic inventory previously valued by the LIFO method to the FIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented in the financial tables of this press release.

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions; unaudited)

December 31,

December 31,

2022

2021

Assets

Current assets:

Cash and cash equivalents

$

805.9

$

995.7

Receivables, net

1,162.0

973.4

Unbilled receivables

586.3

440.8

Inventories, net

1,865.6

1,550.4

Income taxes receivable

21.6

250.3

Other current assets

90.7

71.7

Total current assets

4,532.1

4,282.3

Property, plant and equipment:

Property, plant and equipment

1,804.4

1,480.3

Accumulated depreciation

(978.2

)

(887.1

)

Property, plant and equipment, net

826.2

593.2

Goodwill

1,042.0

1,049.0

Purchased intangible assets, net

457.0

464.0

Deferred income taxes

134.8

71.7

Other long-term assets

736.9

389.5

Total assets

$

7,729.0

$

6,849.7

Liabilities and Shareholders’ Equity

Current liabilities:

Revolving credit facilities

$

9.7

$

–

Accounts payable

1,129.0

747.4

Customer advances

696.7

690.9

Payroll-related obligations

119.5

118.4

Income taxes payable

100.3

222.1

Other current liabilities

373.4

364.2

Total current liabilities

2,428.6

2,143.0

Long-term debt

595.0

819.0

Long-term customer advances

1,020.5

207.0

Other long-term liabilities

499.2

476.4

Commitments and contingencies

Shareholders’ equity

3,185.7

3,204.3

Total liabilities and shareholders’ equity

$

7,729.0

$

6,849.7

During the fourth quarter of fiscal 2022, the Company voluntarily changed its method of accounting for domestic inventory previously valued by the LIFO method to the FIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented in the financial tables of this press release.

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions; unaudited)

Year Ended

December 31,

2022

2021

Operating activities:

Net income

$

173.9

$

461.1

Depreciation and amortization

107.6

104.4

Intangible asset impairment charge

7.7

–

Stock-based incentive compensation

28.6

24.8

Deferred income taxes

(53.5

)

(80.6

)

Gain on sale of assets

(3.8

)

(11.9

)

Unrealized loss on investments

12.6

6.2

Foreign currency transaction (gains) losses

6.9

(4.5

)

Other non-cash adjustments

4.3

–

Changes in operating assets and liabilities

317.0

190.9

Net cash provided by operating activities

601.3

690.4

Investing activities:

Additions to property, plant and equipment

(269.5

)

(122.2

)

Additions to equipment held for rental

(10.2

)

(12.3

)

Acquisition of business, net of cash acquired

(19.5

)

(110.6

)

Proceeds from sale of equipment held for rental

13.0

28.5

Acquisition of equity securities

(17.4

)

(41.8

)

Other investing activities

3.2

7.4

Net cash used in investing activities

(300.4

)

(251.0

)

Financing activities:

Proceeds from debt

10.4

–

Repayments of debt

(225.0

)

–

Repurchases of Common Stock

(155.0

)

(257.8

)

Dividends paid

(97.3

)

(92.8

)

Proceeds from exercise of stock options

3.1

40.9

Other financing activities

(21.2

)

(24.7

)

Net cash used in financing activities

(485.0

)

(334.4

)

Effect of exchange rate changes on cash and cash equivalents

(5.7

)

(7.9

)

Increase (decrease) in cash and cash equivalents

(189.8

)

97.1

Cash and cash equivalents at beginning of period

995.7

898.6

Cash and cash equivalents at end of period

$

805.9

$

995.7

During the fourth quarter of fiscal 2022, the Company voluntarily changed its method of accounting for domestic inventory previously valued by the LIFO method to the FIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented in the financial tables of this press release.

OSHKOSH CORPORATION

SEGMENT INFORMATION

(In millions; unaudited)

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

Access Equipment

Aerial work platforms

$

540.7

$

415.3

$

1,949.0

$

1,608.7

Telehandlers

319.3

210.6

1,174.8

857.1

Other

214.0

207.6

848.3

876.1

Total Access Equipment

1,074.0

833.5

3,972.1

3,341.9

Defense

547.7

531.5

2,141.3

2,506.8

Fire & Emergency

300.0

218.6

1,111.6

1,171.3

Commercial

Refuse collection

141.0

98.2

536.4

461.8

Concrete mixers

117.0

88.8

419.2

385.9

Other

24.9

23.6

108.5

104.8

Total Commercial

282.9

210.6

1,064.1

952.5

Corporate and intersegment eliminations

(1.0

)

(2.5

)

(7.1

)

(20.0

)

Consolidated Net Sales

$

2,203.6

$

1,791.7

$

8,282.0

$

7,952.5

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

Access Equipment

$

116.0

$

38.2

$

313.2

$

291.2

Defense

19.9

16.0

46.2

163.5

Fire & Emergency

23.7

15.9

94.9

159.0

Commercial

17.8

2.4

59.5

70.4

Corporate and intersegment eliminations

(30.4

)

(30.9

)

(141.5

)

(149.5

)

Consolidated Operating Income

$

147.0

$

41.6

$

372.3

$

534.6

During the fourth quarter of fiscal 2022, the Company voluntarily changed its method of accounting for domestic inventory previously valued by the LIFO method to the FIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented in the financial tables of this press release.

December 31,

2022

2021

Period-end backlog:

Access Equipment

$

4,358.7

$

3,571.1

Defense

6,289.6

3,532.2

Fire & Emergency

2,869.1

1,547.2

Commercial

581.2

607.0

$

14,098.6

$

9,257.5

Non-GAAP Financial Measures

The Company reports its financial results in accordance with generally accepted accounting principles in the United States of America (GAAP). The Company is presenting various operating results both on a GAAP basis and on a basis excluding items that affect comparability of results. When the Company excludes certain items as described below, they are considered non-GAAP financial measures. The Company believes excluding the impact of these items is useful to investors in comparing the Company’s performance to prior period results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures (in millions, except per share amounts):

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

Access Equipment segment operating income (GAAP)

$

116.0

$

38.2

$

313.2

$

291.2

Foreign entity liquidation

–

–

4.6

–

Restructuring-related costs

–

–

–

3.5

Adjusted Access Equipment segment operating income (non-GAAP)

$

116.0

$

38.2

$

317.8

$

294.7

Defense segment operating income (GAAP)

$

19.9

$

16.0

$

46.2

$

163.5

Intangible asset impairment charge

5.6

–

5.6

–

Acquisition costs

–

–

–

0.3

Adjusted Defense segment operating income (non-GAAP)

$

25.5

$

16.0

$

51.8

$

163.8

Commercial segment operating income (GAAP)

$

17.8

$

2.4

$

59.5

$

70.4

Intangible asset impairment charge

–

–

2.1

–

Adjusted Commercial segment operating income (non-GAAP)

$

17.8

$

2.4

$

61.6

$

70.4

Consolidated operating income (GAAP)

$

147.0

$

41.6

$

372.3

$

534.6

Foreign entity liquidation

–

–

4.6

–

Restructuring-related costs

–

–

–

3.5

Acquisition costs

–

–

–

0.3

Intangible asset impairment charge

5.6

–

7.7

–

Adjusted consolidated operating income (non-GAAP)

$

152.6

$

41.6

$

384.6

$

538.4

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

Miscellaneous, net (GAAP)

$

(32.0

)

$

(5.6

)

$

(52.8

)

$

(6.2

)

Pension settlement

33.6

–

33.6

–

Adjusted miscellaneous, net (non-GAAP)

$

1.6

$

(5.6

)

$

(19.2

)

$

(6.2

)

Provision for income taxes (GAAP)

$

29.1

$

1.2

$

97.5

$

23.7

Income tax provision for restructuring-related costs

–

–

–

(0.4

)

Income tax benefit of intangible asset impairment charge

1.3

–

1.3

–

Income tax benefit of acquisition costs

–

–

–

0.1

Income tax benefit of pension settlement

7.9

–

7.9

–

Benefit from tax loss carryback to prior years

–

–

–

75.3

Revaluation of net deferred tax liabilities

–

–

–

11.7

Anti-hybrid tax on prior period income

–

–

(18.1

)

–

Adjusted provision for income taxes (non-GAAP)

$

38.3

$

1.2

$

88.6

$

110.4

Net income (GAAP)

$

75.1

$

24.2

$

173.9

$

461.1

Foreign entity liquidation, net of tax

–

–

4.6

–

Restructuring-related costs, net of tax

–

–

–

3.9

Acquisition costs, net of tax

–

–

–

0.2

Intangible asset impairment charge, net of tax

4.3

–

6.4

–

Pension settlement, net of tax

25.7

–

25.7

–

Benefit from tax loss carryback to prior years

–

–

–

(75.3

)

Revaluation of net deferred tax liabilities

–

–

–

(11.7

)

Anti-hybrid tax on prior period income

–

–

18.1

–

Adjusted net income (non-GAAP)

$

105.1

$

24.2

$

228.7

$

378.2

Earnings per share-diluted (GAAP)

$

1.14

$

0.36

$

2.63

$

6.68

Foreign entity liquidation, net of tax

–

–

0.07

–

Restructuring-related costs, net of tax

–

–

–

0.06

Intangible asset impairment charge, net of tax

0.07

–

0.10

–

Pension settlement, net of tax

0.39

–

0.39

–

Benefit from tax loss carryback to prior years

–

–

–

(1.09

)

Revaluation of net deferred tax liabilities

–

–

–

(0.17

)

Anti-hybrid tax on prior period income

–

–

0.27

–

Adjusted earnings per share-diluted (non-GAAP)

$

1.60

$

0.36

$

3.46

$

5.48

During the fourth quarter of fiscal 2022, the Company voluntarily changed its method of accounting for domestic inventory previously valued by the LIFO method to the FIFO method. The effects of the change in accounting principle have been retrospectively applied to all periods presented in the financial tables of this press release.

Supplemental Appendices

Select Historical Financial Information and Reconciliations

Recast to Reflect Change in Accounting Principle and Revised Segment Structure

OSHKOSH CORPORATION

SELECTED FINANCIAL DATA FOR THE YEAR ENDED DECEMBER 31, 2022

(In millions, except per share amounts; unaudited)

First

Second

Third

Fourth

Fiscal

Quarter

Quarter

Quarter

Quarter

2022

Cost of sales

$

1,741.9

$

1,819.0

$

1,778.1

$

1,888.6

$

7,227.6

Gross income

203.8

247.0

288.6

315.0

1,054.4

Operating income

31.8

76.3

117.2

147.0

372.3

Net income (loss)

(0.2

)

32.1

66.9

75.1

173.9

Earnings per share:-Diluted

$

–

$

0.49

$

1.02

$

1.14

$

2.63

Operating Income by Segment

Access

$

5.7

$

72.7

$

118.8

$

116.0

$

313.2

Defense

19.4

3.8

3.1

19.9

46.2

Vocational

41.0

39.8

32.1

41.5

154.4

Corporate and intersegment eliminations

(34.3

)

(40.0

)

(36.8

)

(30.4

)

(141.5

)

Consolidated Operating Income

$

31.8

$

76.3

$

117.2

$

147.0

$

372.3

GAAP to Non-GAAP Reconciliations

Access segment operating income (GAAP)

$

5.7

$

72.7

$

118.8

$

116.0

$

313.2

Foreign entity liquidation

–

–

4.6

–

4.6

Adjusted Access segment operating income (non-GAAP)

$

5.7

$

72.7

$

123.4

$

116.0

$

317.8

Defense segment operating income (GAAP)

$

19.4

$

3.8

$

3.1

$

19.9

$

46.2

Intangible asset impairment charge

–

–

–

5.6

5.6

Adjusted Defense segment operating income (non-GAAP)

$

19.4

$

3.8

$

3.1

$

25.5

$

51.8

Vocational segment operating income (GAAP)

$

41.0

$

39.8

$

32.1

$

41.5

$

154.4

Intangible asset impairment charge

–

–

2.1

–

2.1

Adjusted Vocational segment operating income (non-GAAP)

$

41.0

$

39.8

$

34.2

$

41.5

$

156.5

Consolidated operating income (GAAP)

$

31.8

$

76.3

$

117.2

$

147.0

$

372.3

Foreign entity liquidation

–

–

4.6

–

4.6

Intangible asset impairment charge

–

–

2.1

5.6

7.7

Adjusted consolidated operating income (non-GAAP)

$

31.8

$

76.3

$

123.9

$

152.6

$

384.6

Net income (loss) (GAAP)

$

(0.2

)

$

32.1

$

66.9

$

75.1

$

173.9

Foreign entity liquidation, net of tax

–

–

4.6

–

4.6

Intangible asset impairment charge, net of tax

–

–

2.1

4.3

6.4

Pension settlement, net of tax

–

–

–

25.7

25.7

Anti-hybrid tax on prior period income

18.1

–

–

–

18.1

Adjusted net income (non-GAAP)

$

17.9

$

32.1

$

73.6

$

105.1

$

228.7

Earnings per share-diluted (GAAP)

$

–

$

0.49

$

1.02

$

1.14

$

2.63

Foreign entity liquidation, net of tax

–

–

0.07

–

0.07

Intangible asset impairment charge, net of tax

–

–

0.03

0.07

0.10

Pension settlement, net of tax

–

–

–

0.39

0.39

Anti-hybrid tax on prior period income

0.27

–

–

–

0.27

Adjusted earnings per share-diluted (non-GAAP)

$

0.27

$

0.49

$

1.12

$

1.60

$

3.46

OSHKOSH CORPORATION

SELECTED FINANCIAL DATA FOR THE YEAR ENDED DECEMBER 31, 2021

(In millions, except per share amounts; unaudited)

First

Second

Third

Fourth

Calendar

Quarter

Quarter

Quarter

Quarter

2021

Cost of sales

$

1,569.4

$

1,814.7

$

1,754.3

$

1,596.4

$

6,734.8

Gross income

319.6

394.1

308.7

195.3

1,217.7

Operating income

145.3

213.3

134.4

41.6

534.6

Net income

103.0

221.0

112.9

24.2

461.1

Earnings per share:-Diluted

$

1.49

$

3.18

$

1.63

$

0.36

$

6.68

Operating Income by Segment

Access

$

80.8

$

117.2

$

55.0

$

38.2

$

291.2

Defense

35.9

61.1

50.5

16.0

163.5

Vocational

70.0

78.1

63.0

18.3

229.4

Corporate and intersegment eliminations

(41.4

)

(43.1

)

(34.1

)

(30.9

)

(149.5

)

Consolidated Operating Income

$

145.3

$

213.3

$

134.4

$

41.6

$

534.6

GAAP to Non-GAAP Reconciliations

Access segment operating income (GAAP)

$

80.8

$

117.2

$

55.0

$

38.2

$

291.2

Restructuring-related costs

2.2

1.3

–

–

3.5

Adjusted Access segment operating income (non-GAAP)

$

83.0

$

118.5

$

55.0

$

38.2

$

294.7

Defense segment operating income (GAAP)

$

35.9

$

61.1

$

50.5

$

16.0

$

163.5

Acquisition costs

0.3

–

–

–

0.3

Adjusted Defense segment operating income (non-GAAP)

$

36.2

$

61.1

$

50.5

$

16.0

$

163.8

Consolidated operating income (GAAP)

$

145.3

$

213.3

$

134.4

$

41.6

$

534.6

Restructuring-related costs

2.2

1.3

–

–

3.5

Acquisition costs

0.3

–

–

–

0.3

Adjusted consolidated operating income (non-GAAP)

$

147.8

$

214.6

$

134.4

$

41.6

$

538.4

Net income (GAAP)

$

103.0

$

221.0

$

112.9

$

24.2

$

461.1

Restructuring-related costs, net of tax

2.5

1.4

–

–

3.9

Acquisition costs, net of tax

0.2

–

–

–

0.2

Benefit from tax loss carryback to prior years

–

(69.9

)

(5.4

)

–

(75.3

)

Revaluation of net deferred tax liabilities

–

–

(11.7

)

–

(11.7

)

Adjusted net income (non-GAAP)

$

105.7

$

152.5

$

95.8

$

24.2

$

378.2

Earnings per share-diluted (GAAP)

$

1.49

$

3.18

$

1.63

$

0.36

$

6.68

Restructuring-related costs, net of tax

0.04

0.02

–

–

0.06

Acquisition costs, net of tax

–

–

–

–

–

Benefit from tax loss carryback to prior years

–

(1.00

)

(0.08

)

–

(1.09

)

Revaluation of net deferred tax liabilities

–

–

(0.17

)

–

(0.17

)

Adjusted earnings per share-diluted (non-GAAP)

$

1.53

$

2.20

$

1.38

$

0.36

$

5.48

View source version on businesswire.com: https://www.businesswire.com/news/home/20230130005726/en/

Financial:

Patrick Davidson

Senior Vice President, Investor Relations

920.502.3266

Media:

Bryan Brandt

Senior Vice President, Chief Marketing Officer

920.502.3670

KEYWORDS: Wisconsin United States North America

INDUSTRY KEYWORDS: General Automotive Engineering Automotive Manufacturing Public Safety Manufacturing Other Transport Automotive Other Construction & Property Public Policy/Government Construction & Property Defense Transport Other Defense Urban Planning

MEDIA:

Logo

Posted on January 31, 2023 9:20 am
Nano Dimension Issues a Special Message to Its Shareholders:

Shady Murchinson Ltd., a lawbreaking fund,¹ which was investigated by the SEC and found to have committed misleading actions and registering hundreds of “Short” stocks transactions “Long” illegally, is behind an attempted hostile takeover of investors’ money

False and dangerous smear campaign by Murchinson Ltd. and Marc Bistricer, both of whom were found to have committed U.S. securities law violations

Waltham, Mass, Jan. 31, 2023 (GLOBE NEWSWIRE) — Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, announced today that publicly available information reveals hundreds of illegal actions by Murchinson Ltd. (“Murchinson” or the “Fund”) and its manager, Mr. Marc Bistricer, including investigation by the U.S. authorities and the severe sanctions imposed on the Fund.

The Company demands that the directors and managers at Murchinson report to Nano Dimension’s shareholders about the sanctions imposed on them, and the circumstances that led to the investigation by the U.S. Securities and Exchange Commission (the “SEC”), including an investigation against the leaders of the Fund and their enablers, led by Mr. Bistricer, who admitted to committing securities law violations and paid large fines of over $8 million.

The Company will also combat the false smear campaign, which the Company believes to be led by Mr. Bistricer and the Fund against the management of Nano Dimension. Nano Dimension’s management is comprised of senior and experienced managers, who have held their positions for less than two years and successfully presented their vision to dozens of the U.S. investment institutions. As a result, they have raised a phenomenal amount of $1.5 billion, which were invested in the Company by its current shareholders, in order to enable the execution of such vision. Since then, the said team has increased the Company’s sales by hundreds of percent, as a part of a business plan to prepare the Company for 2023 as a year of business opportunities and exponential growth.

Murchinson and Mr. Bistricer seem to believe that a quick manipulation can make them money swiftly, with no risk and fast overnight return, by foregoing the potential substantial upside for other shareholders. Mr. Bistricer’s campaign began after the management of Nano Dimension refused to agree to his takeover plan for the Company at $4.00 per share, disgracefully taking advantage of all other shareholders. This was Mr. Bistricer’s demand, which he tried to force upon the management representatives on October 26^th, 2022, in New York, during his aggressive outburst at a meeting with other witnessing shareholders. A letter of complaint about Mr. Bistricer’s behavior, which was written about an hour after the event by the counsel of Nano Dimension, caused Mr. Bistricer to respond by a falsified smear campaign on Nano Dimension and its management. The Company believes that this activity was aimed to destroy the Company’s share price and value in order to serve Mr. Bistricer’s declared interest to buy the Company at less than its cash value.

Of course, the main sufferers from this activity of a Fund that was found to have unlawfully manipulated shares for similar reasons in its past, are the Company’s current shareholders, including all 550 employees of Nano Dimension worldwide (all of whom are small shareholders of the Company, and statistically most of whom haven’t yet made money from their shareholdings at this stage), and yet their value was destroyed affecting the livelihood of 550 families.

This, again, was done, according to the Company’s belief based on Mr. Bistricer’s abovementioned letter, to serve Mr. Bistricer and Murchison’s ambition to buy the Company at less than its real cash value, not to speak about the business value, namely at $4.00 per share, as he formally declared in a letter to the Company dated September 5^th, 2022.

Murchinson declared that it is in a long position when it comes to Nano Dimension shares. Yet it should be reminded that the same Murchinson was accused of by the SEC of disguising “Short” sales as “Long” sales!!!

Nano Dimension’s Vision and Business Status:

As of January 2023, Nano Dimension is positioned as one of the strongest companies in the world in the field of innovative technology of 3D printing and Digital-Cloud-Manufacturing systems, and its plans are to acquire similar companies or to merge future complementary activities into it for realization in a short time and at much lower costs than previously expected, due to the cash crunch across the whole industry.

In just a year and a half, Nano Dimension made 6 significant acquisitions and completely merged them into its operations and grew its annual revenues from $4 million to $43.6 million within a 24-month period. The growth was both due to acquisitions and organic growth. Furthermore, Nano Dimension is in active processes and expects to carry out additional significant acquisitions and mergers in the coming months.

The experienced Nano Dimension management has repeatedly refused to make acquisitions of overly inflated-value companies as demanded by funds, similar to Murchinson.

The careful and disciplined management of Nano Dimension led between the years 2020 and 2022 to a growth in annual revenues at a rate of over 1,180%. This allowed it to preserve over $1 billion in cash, which is intended to be used to acquire quality companies that have encountered and/or are expected to encounter cash difficulties following the expected difficult year.

The risk of getting involved with Mr. Bistricer
²
and/or Murchison and such
unscrupulously
acting players:

All the achievements of Nano Dimension and its expectation of significant growth in the coming quarters are facing a real and tangible danger if the lawbreaking Fund, whose leaders admitted to violations of the law before the United States Security and Exchange Commission and were fined millions of dollars, succeeds in its mission. The Company believes that the Fund’s plan is to get its hands on the cash reserves of Nano Dimension, to release over 550 employees (of which approximately 300 are in Israel and over 250 in the rest of the world), to liquidate and collect the cash in their pockets, while liquidating the Company or transferring it to other fields of activity like real estate or shipping³, since the Fund has committed similar actions in the past. The management of Nano Dimension is committed not to allow such fate for the Company and its shareholders who deserve better.

The Board and Senior Management of Nano Dimension:

The new management of Nano Dimension, which was built with careful and diligent work, raised $1.5 billion, which helped the Company’s annual revenues to grow (1,180% in two years) and is intended to continue the effort to grow at similar rates, while emphasizing a shift to profitability and return on investment and value to investors.

The Board of Directors
of Nano Dimension consists of former CEOs of leading public companies in Israel and the United States, including:

The founder and CEO of PowerDsine (Nasdaq: PDSN), which he sold for over $250 million after many years of growth; He is the current CEO of Finaro.

The senior global advisor to the Rothschild & Co. Global Advisory bank and the founder of Rothschild & Co. in Israel;

The founder and CEO of Tower Semiconductors (TLV: TSEM) (which was recently sold to Intel);

A VP of Lockheed Martin Ventures, the venture capital investment arm of Lockheed Martin in the United States;

The former CEO of Ma’ariv (the second largest newspaper in Israel);

The IDF former Representative to the North Atlantic Treaty Organization, retired full Colonel and formed Head of the Department of Legal Counseling and Legislation in the Military Attorney General Office; and

All above and a few others – all independent directors, not part of the Company’s management.

The Executive Management
of Nano Dimension consists of 10 former CEOs of industrial companies, including Verint Systems Ltd. in Israel, over 7 American public companies, CEO and founder of Global Inkjet Systems Ltd. (Cambridge, UK); the CEO of Europe B.V. (Netherlands) and other managers from General Electric, Amazon.com, Inc., the Goldman Sachs Group, Inc., a few of the most senior executives from Orbotech Ltd., and more.

The executive management team has more than a hundred years of cumulative international experience in the high-tech industries, including software, hardware, communications, algorithms and digital printing.

But this experience is not good enough for Murchinson, that in its experience we see those significant charges of hundreds of violations of the law and harming investors.

The claim of the managers of Murchinson, who were investigated by the SEC and admitted having violated the law, against the managers of Nano Dimension is comparable to an opinion of a bank robber about the way the bank is operated and managed.

The management of Nano Dimension will fight with all legal and public tools available to it in order to prevent damage to the Company and the entry of representatives of lawbreaking entities disguised as capital market players into the Company’s board of directors. The Company’s investors must receive full information about the Fund’s activities and its partners in Israel and around the world. If there are institutional entities that have joined Murchinson, full disclosure of information to investors must be ordered before they decide to risk their investment with misrepresentations.

The vision that Murchinson threatens to eliminate:

Nano Dimension focuses on technology that makes it possible to change the electronic and mechanical production process using 3D printers and lead entire industries to a digital future. The Company is at the forefront of technological development in its field, where the Company’s strategy is driven by using artificial intelligence, which results in continuous improvement in the production process. The Company serves more than 2,000 customers in a variety of fields, including: defense and aeronautics, electric and autonomous vehicle industries, high-tech industrial companies, medical technology, research and development and academia.

Nano Dimension succeeded in working hard and persistently improving its capabilities, its product lines, and its business focus. Preliminary results for year 2022 show that the past year was a leap year for the Company, with a significant increase in revenue (over 1,180% more than 2020 and 316% more than 2021) because of a combination of acquisitions and accelerated organic growth. Along with this, Nano Dimension is working to significantly reduce expenses, to reach profitability as soon as possible as well as to protect investors’ money and reach the status of consolidation in the industry, from a position of significant strength.
The Company believes that 2023 is the leap year for Nano Dimension, which is equipped with cash reserves that allow it to become a leader in its field in the world, and to acquire companies and technologies that will reinforce its strength and position in the global market.

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to disrupt electronics and mechanical manufacturing with an environmentally friendly & economically efficient electronics and precision additive manufacturing Industry 4.0 solution – transforming digital designs into functioning electronic and mechanical devices – on demand, anytime, anywhere.

Nano Dimension’s strategy is driven by the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D, and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications – from millimeters to several centimeters in size with micron precision.

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

For more information, please visit

www.nano-di.com

.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses Murchinson and Mr. Bistricer’s attempt at a hostile takeover of the Company, its expectation of significant growth in the coming quarters, its expected business activities and opportunities in 2023, its belief that 2023 is the leap year for the Company, and its plan to acquire companies and technologies that will reinforce its strength and position in the global market. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.

NANO DIMENSION INVESTOR RELATIONS CONTACT

[email protected]

*     *
*

¹ More information available: https://www.sec.gov/litigation/admin/2021/34-92684.pdf
https://www.sec.gov/news/press-release/2021-156
https://www.advisor.ca/news/industry-news/sec-settles-with-canadian-adviser-for-short-selling-violations/
https://www.theglobeandmail.com/business/article-cormark-securities-short-selling-osc/
https://www.rgrdlaw.com/media/cases/426_DryShips%20cpt%202.pdf
https://www.investmentexecutive.com/news/from-the-regulators/sec-settles-with-canadian-adviser-for-short-selling-violations/
https://www.wsj.com/articles/financier-behind-dryships-stocks-wild-ride-has-settled-with-sec-11632151697
²  https://www.nydailynews.com/new-york/brooklyn/brooklyn-slumlord-feasting-city-dole-debt-new-york-stacks-article-1.451064
https://lostmessiahdotcom.wordpress.com/2016/06/17/di-blasio-and-clipper-equity-david-bistricer/
³  https://www.rgrdlaw.com/media/cases/426_DryShips%20cpt%202.pdf
https://www.tradewindsnews.com/finance/toronto-hedge-fund-executive-is-behind-450m-dryships-deals/2-1-63909
https://www.tradewindsnews.com/finance/toronto-hedge-fund-executive-is-behind-450m-dryships-deals/2-1-63909
https://www.wsj.com/articles/financier-behind-dryships-stocks-wild-ride-has-settled-with-sec-11632151697

Posted on January 31, 2023 9:20 am
LitePoint Joins Car Connectivity Consortium to Support Standardization and Interoperability of Vehicle-to-Smartphone Connectivity

Ultra-wideband technology to enable contactless, location aware and secure communication between smartphones and vehicles.

SAN JOSE, Calif., Jan. 31, 2023 (GLOBE NEWSWIRE) — LitePoint, a leading provider of wireless test solutions, is pleased to announce its membership in the Car Connectivity Consortium (CCC) with the goal of ensuring a seamless end-user experience for keyless entry in cars and trucks.

In the effort to allow consumers to use their mobile devices for secure keyless entry and access to their vehicle, the CCC launched the Digital Key Release 3, a standardized technology that uses Ultra-wideband (UWB) in combination with Bluetooth^® Low Energy to allow contactless, location aware and secure communication between smartphones and vehicles.

LitePoint, as a leader in the design verification and production testing of wireless products, brings a complete set of turnkey automated test solutions for the Ultra-wideband and Bluetooth^® Low Energy technologies.

Convenience, security, and privacy protection will be prime factors in the successful adoption of UWB. As a leader in wireless testing, LitePoint understands how device calibration and validation are of utmost importance from the lab to product production, to ensure device interoperability and to deliver optimum user experience. “LitePoint is committed to enabling the UWB ecosystem and with our tight partnership with leading RF chipsets, module makers, and device manufacturers we’re excited to help build the UWB ecosystem,” said Adam Smith, Director of Product Marketing at LitePoint. “We are excited to help propel this technology in the automotive industry.”

Technical Details

LitePoint’s IQgig-UWB test platform is the first fully integrated test solution to calibrate and validate devices with UWB technology. The test platform offers complete physical-layer testing and calibration of devices enabled with UWB technology including IEEE 802.15.4z. The system has a precision trigger and response mechanism to enable time of flight measurements with picosecond-level accuracy and comprehensive transmitter and receiver testing with over 1.5 GHz of single-shot bandwidth and receiver sensitivity testing below -100 dBm.

UWB devices are commonly configured with Bluetooth^® Low Energy technology. LitePoint offers complete RF test solutions for Bluetooth^® Low Energy on the IQxel-MW 7G test platform.

For more information on IQxel-MW 7G test system visit IQxel-MW 7G.

For faster time to market, LitePoint’s turnkey IQfact+™ test automation software provides complete automation for PHY conformance testing including tester control, Device Under Test (DUT) control, and data collection.

LitePoint is also a member of the FiRa Consortium, a member-driven organization focused on the secure fine-ranging and positioning capabilities of UWB technologies.

For more information on LitePoint’s IQgig-UWB test system, visit IQgig-UWB.

About the Car Connectivity Consortium

The Car Connectivity Consortium^® (CCC) is a cross-industry organization advancing technologies for smartphone-to-car connectivity solutions. The CCC represents a large portion of the global automotive and smartphone industries with more than 150 member companies. The CCC member companies include smartphone and vehicle manufacturers, automotive tier-1 suppliers, silicon/chip vendors, security product suppliers, and more. Its Board of Directors includes individuals from charter member companies Apple, BMW, Ford, General Motors, Google, Honda, Hyundai, LG, Mercedes-Benz, NXP, Panasonic, Samsung, Thales, Volkswagen and Xiaomi. For more information, visit www.carconnectivity.org.

About LitePoint

LitePoint creates wireless test solutions and services for the world’s most innovative wireless device makers, helping them to ensure their products perform for today’s demanding consumers. A leading innovator in wireless testing, LitePoint products come out of the box ready to test the most widely used wireless chipsets in the world. LitePoint works with the leading makers of smartphones, tablets, PCs, wireless access points and chipsets. Headquartered in Silicon Valley, California and with offices around the world, LitePoint is a wholly owned subsidiary of Teradyne (Nasdaq:TER), a leading supplier of both automatic test equipment and industrial automation solutions. For more information, visit teradyne.com. Teradyne^®is a registered trademark of Teradyne, Inc. in the U.S. and other countries.

CONTACT: Andy Blanchard Corporate Communications Teradyne, Inc. 1 (978) 370-2425 [email protected]

Posted on January 31, 2023 9:19 am
Varonis Announces Proactive Incident Response for SaaS Customers

World-class cybersecurity team will proactively monitor customer data and respond to threats

NEW YORK, Jan. 31, 2023 (GLOBE NEWSWIRE) — Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced another milestone in its mission to deliver effortless data security outcomes with the launch of Proactive Incident Response. With this new offering, Varonis significantly reduces the pressure on customers’ security operations teams and improves their ability to prevent data breaches.

As part of their Varonis SaaS subscription, customers gain a global team of experienced incident response analysts who watch for suspicious activity, investigate alerts, and notify the customer of potential incidents.

“The investment we’ve made in Varonis has been immeasurable in finding and stopping cyberattacks. The Varonis team proactively reaches out to me with true incidents, rather than just surfacing more alerts for my team to manage,” says Scott Mercer, Director, Cybersecurity and Technical Services, KU Endowment. “I sleep better at night knowing that we have an extra set of eyes watching our environment.”

Beyond tactical assistance with incident response, threat hunting, and alert prioritization, Varonis security operations experts provide strategic guidance, customize threat models, and perform preventative actions to continuously improve customers’ data security resilience.

“IT and security teams face an uphill battle when it comes to identifying and acting on potential signs of a cyberattack — and the widening cybersecurity talent gap means companies can’t hire their way out of this problem,” says Matt Radolec, Senior Director, Incident Response and Cloud Operations, Varonis‪‬. “We have countless success stories from customers who have called on our incident response team to help investigate and contain threats. With the release of our cloud-hosted Data Security Platform, we can now proactively review our customers’ alerts and stop threats faster.”‬‬‬‬

Proactive Incident Response is the latest announcement from Varonis focused on delivering effortless outcomes to customers. Earlier this month, Varonis announced least privilege automation, automated posture management, and a new customizable data security posture management (DSPM) dashboard.

Proactive Incident Response is available now for Varonis SaaS customers. Varonis takes just minutes to install and provides data security insights instantly. Sign up for a complimentary Data Risk Assessment to evaluate your security posture and eliminate data exposure.

Additional Resources

Read more on the Varonis blog.

Check out the data stores and applications you can monitor and protect with Varonis.

Request a demo from the Varonis team.

For more information on Varonis’ solution portfolio, please visit www.varonis.com.

Visit our blog, and join the conversation on Twitter, LinkedIn, and YouTube.

Watch and subscribe to SecurityFWD, Varonis’ YouTube show covering the latest infosec tips, tricks, and tools.

About Varonis
Varonis is a pioneer in data security and analytics, fighting a different battle than conventional cybersecurity companies. Varonis focuses on protecting enterprise data: sensitive files and emails; confidential customer, patient, and employee data; financial records; strategic and product plans; and other intellectual property. The Varonis Data Security Platform detects cyber threats from both internal and external actors by analyzing data, account activity, and user behavior; prevents and limits disaster by locking down sensitive and stale data; and efficiently sustains a secure state with automation. Varonis products address additional important use cases including data protection, data governance, Zero Trust, compliance, data privacy, classification, and threat detection and response. Varonis started operations in 2005 and has customers spanning leading firms in the financial services, public, healthcare, industrial, insurance, energy and utilities, technology, consumer and retail, media and entertainment, and education sectors.

Investor Relations Contact:

Tim Perz
Varonis Systems, Inc.
646-640-2112
[email protected]

News Media Contact:

Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598)
[email protected]

Posted on January 31, 2023 9:19 am
Atlas Technical Consultants, Inc. Enters into Definitive Agreement to Be Acquired by GI Partners for $12.25 Per Share

Transaction Values Company at Approximately $1.05 billion

AUSTIN, Texas, Jan. 31, 2023 (GLOBE NEWSWIRE) — Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the “Company”), a leading provider of infrastructure and environmental solutions, today announced that it has entered into a definitive agreement to be acquired by private investment firm GI Partners in an all-cash transaction valued at approximately $1.05 billion, including outstanding debt.

Under the terms of the transaction, Atlas shareholders will receive $12.25 per share in cash, which represents a premium of approximately 124% over the Company’s unaffected closing share price of $5.47 on January 30, 2023. Upon completion of the transaction, Atlas’ shares will no longer trade on Nasdaq and Atlas will become a private company.

“We are pleased to have reached this agreement with GI Partners, which we believe will deliver immediate and certain cash value to Atlas shareholders at a significant premium,” said Brian Ferraioli, Executive Chairman of the Board of Atlas. “The Board’s decision follows careful evaluation of the transaction and a comprehensive review of value creation opportunities for Atlas.”

“Since founding Atlas in 2017, we have built one of the largest pure-play professional and technical services businesses, serving infrastructure and environmental markets in the United States,” said L. Joe Boyer, Atlas’ Chief Executive Officer. “This transaction recognizes the value our team has created over the last five years. Our partnership with GI Partners represents a new and exciting chapter for our employees and our customers. We are aligned in delivering exceptional service and helping our clients design and complete infrastructure projects that improve their communities.”

Transaction Approvals and Timing

The transaction was unanimously approved by Atlas’ Board of Directors, which recommends that Atlas shareholders vote in favor of the transaction.

Affiliates of Bernhard Capital Partners, which own approximately 43% of the outstanding Atlas common stock, have entered into a voting agreement in support of the transaction.

The transaction is expected to close in the second quarter of calendar 2023, subject to approval by Atlas shareholders, receipt of regulatory approvals and other customary closing conditions.

For further information regarding the terms and conditions of the definitive merger agreement, please see Atlas’ Current Report on Form 8-K, which will be filed in connection with the transaction.

Advisors

BofA Securities is serving as exclusive financial advisor to Atlas, and Kirkland & Ellis LLP and Potter Anderson & Corroon LLP are serving as legal counsel.

Ropes & Gray LLP is serving as legal counsel to GI Partners in connection with the transaction.

About Atlas Technical Consultants

Headquartered in Austin, Texas, Atlas is a leading provider of infrastructure and environmental solutions. We partner with our clients to improve performance and extend the lifecycle of built and natural infrastructure assets stressed by climate, health, and economic impacts. With 3,500+ employees nationwide, Atlas brings deep technical expertise to public- and private-sector clients, integrating services across four primary disciplines: Environmental (ENV); Testing, Inspection and Certification (TIC); Engineering & Design (E&D); and Program Management/Construction Management, and Quality Management (PCQM). To learn more about Atlas innovations for transportation, commercial, water, government, education, and industrial markets, visit https://www.oneatlas.com.

About GI Partners

Founded in 2001, GI Partners is a private investment firm with over 140 employees and offices in San Francisco, New York, Dallas, Chicago, Greenwich, Scottsdale, and London. The firm has assets under management totaling $35 billion and invests on behalf of leading institutional investors around the world through its private equity, real estate, and data infrastructure strategies. The private equity team invests primarily in companies in the healthcare, services, and software sectors. The real estate strategy focuses primarily on technology and life sciences properties as well as other specialized types of real estate. The data infrastructure team invests primarily in hard asset infrastructure businesses underpinning the digital economy. For more information, please visit www.gipartners.com.

Additional Information about the Acquisition and Where to Find It

This communication is being made in respect of the proposed transaction involving Atlas and GI Partners. A meeting of the stockholders of Atlas will be announced as promptly as practicable to seek stockholder approval in connection with the proposed merger. Atlas expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be mailed or given to the stockholders of Atlas and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF ATLAS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ATLAS, THE GI PARTNERS PRIVATE EQUITY FUNDS ACQUIRING ATLAS AND THE MERGER. Investors and security holders will be able to obtain these materials, when they are available, and other relevant documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the proxy statement, when they become available, may be obtained free of charge by accessing Atlas’s website at www.oneatlas.com or by contacting Atlas’s investor relations department by email at [email protected].

Certain Information Regarding Participants

The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the merger will be set forth in the Company’s definitive proxy statement for its stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the merger. Information relating to the foregoing can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022, and in its proxy statement for the 2022 Annual Meeting, which was filed with the SEC on April 26, 2022. To the extent holdings of Company securities have changed since the amounts printed in the proxy statement for the 2022 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 and Form 5 filed with the SEC. 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 proxy statement and other relevant materials to be filed with the SEC when they become available. These documents will be available free of charge from the sources indicated below.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication, including financial estimates and statements as to the expected timing, completion, and effects of the proposed transaction between Atlas and GI Partners, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the fact that they use words such as “may,” “will,” “could,” “should,” “would,” “expect,” “anticipate,” “intend,” “estimate,” “believe” or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the merger, including future financial and operating results, expected synergies and cost savings related to the merger, the plans, objectives, expectations and intentions of Atlas, GI Partners and the combined company, the expected timing of the completion of the merger, the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, the ability to recognize the anticipated benefits of our past acquisitions, which may be affected by, among other things, competition, the ability of Atlas to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees, changes adversely affecting the business in which we are engaged, changes in applicable laws or regulations, the possibility that Atlas may be adversely affected by other economic, business, and/or competitive factors and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Atlas or GI Partners, as applicable, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Atlas nor GI Partners, nor any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that Atlas’s stockholders may not adopt the merger agreement, the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the merger may not be satisfied or waived in a timely manner, risks related to disruption of management time from ongoing business operations due to the merger, the effect of the announcement of the merger on the ability of Atlas to retain customers and retain and hire key personnel and maintain relationships with its suppliers and other business partners, and on their operating results and businesses generally, the risk that potential litigation in connection with the merger may affect the timing or occurrence of the merger or result in significant costs of defense, indemnification and liability and transaction costs.

The forward-looking statements are based on the beliefs and assumptions of Company management and the information available to Company management as of the date of this communication. Atlas cautions investors not to place undue reliance on expectations regarding future results, levels of activity, performance, achievements or other forward-looking statements. The information contained in this document is provided by Atlas as of the date hereof, and, unless required by law, Atlas does not undertake and specifically disclaims any obligation to update these forward-looking statements contained in this document as a result of new information, future events or otherwise.

Discussions of additional risks and uncertainties are and will be contained in Atlas’s filings with the SEC, including but not limited to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Atlas’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in its subsequently-filed Quarterly Reports on Form 10-Q. You can obtain copies of Atlas’s filings with the SEC for free at the SEC’s website (www.sec.gov).

Atlas Technical Consultants Contact Information

Investor Relations:

Chase Jacobson, Vallum Advisors
512-851-1507
[email protected]

Media Relations:

Karlene Barron
770-314-5270
[email protected]

GI Partners Contact Information

Chris Tofalli
Chris Tofalli Public Relations LLC
914-834-4334
[email protected]
GI Partners
[email protected]

Posted on January 31, 2023 9:18 am
Motorsport Games Regains Full Compliance With Nasdaq Listing Rules

MIAMI, Jan. 31, 2023 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “Company”), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announced today that it has received notice from the Nasdaq Stock Market LLC (Nasdaq) on January 30, 2023 informing Motorsport Games that it has regained full compliance with the Nasdaq Listing Rules.

Motorsport Games previously notified Nasdaq on November 11, 2022 that it was no longer in compliance with Nasdaq Listing Rule 5550(a)(4) requiring minimum of 500,000 publicly held shares, as defined in the Nasdaq Listing Rules, and (ii) Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Company’s board of directors (the “Board”) to be comprised of independent directors as defined in Rule 5605(a)(2), and Nasdaq Listing Rule 5605(c)(2), which requires the audit committee of the Board to consist of at least 3 independent directors meeting the heightened independence standards for audit committee members.

As previously disclosed by the Company, as a result of the issuances by the Company to Alumni Capital LP of the Company’s Class A common stock pursuant to the previously reported purchase agreement with Alumni Capital LP, the Company’s publicly held shares exceeded 500,000 shares. Dmitry Kozko, Chief Executive Officer of Motorsport Games, commented, “With the addition of Nav Sunner in January and Andrew Jacobson in December, joining John Delta as independent directors, the board of directors is reconstituted adding significant talent and resources to our collective experience.”

Bios:

Nav Sunner is a highly experienced lawyer and business development expert immersed in the video games industry. After qualifying as a lawyer with Pinsent Masons, he spent several years as Head of Legal at Codemasters as well as General Counsel at Mastertronic Group. Following a further period practicing law as Co-Head of Interactive Entertainment for Osborne Clarke and, subsequently, as Head of Computer Games for Wiggin, Nav worked with Japanese games company GREE. Nav then spent time as Commercial Director for a games studio at Microsoft as well as being on the Board of esports company EGL. Currently, in addition to his video game consultancy “Navatron,” he is a Director at MMO games company Vavel. Nav’s long career in the video games industry has included extensively being involved with legal and business issues relating to racing games.

Andrew Jacobson is a digital media sales and marketing executive with over two decades of leadership experience in the online publishing, ad tech and automotive industries. During his career he has guided teams and companies – both large and startups – to record sales and revenue growth. In his current position, he leads Epsilon’s automotive programmatic digital media client team, and acts as a consultant to publishers and startups on strategy, product development, CRM, programmatic monetization, organization structure and compensation planning. In 2015, as Global Head of Sales, Andrew was part of the leadership team that grew and sold digital media company VerticalScope Holdings for more than $300 million. He has been a top-rated speaker, moderator and panelist at many industry conferences including J.D. Power Automotive Marketing Roundtable, SEMA, Programmatic I/O, Digital Dealer, Automotive Attribution Summit and others. Andrew holds a B.A. from Pomona College and an M.B.A. from the Kellogg School of Management, Northwestern University.

John Delta is an experienced operating and financial executive and entrepreneur with experience in enterprises from $2 million to $500 million. He is currently a Partner at TechCXO, which provides outsourced on demand C-Suite executives to institutionally-backed companies. He was formerly a consultant at McKinsey & Co. and Deloitte & Touche and was Vice President of Interactive Services at the NASDAQ Stock Market. He has extensive experience with both portfolio companies of Private Equity firms and US and international publicly traded companies. His main areas of focus are mid-stage software, SaaS and consumer-facing firms in need of assistance with CFO duties, transaction execution and scaling their finance/operations. John has broad consulting, operations and finance experience, and holds both a BA and MBA from the University of Virginia.

About Motorsport Games

:

Motorsport Games, a Motorsport Network company, is a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world. Combining innovative and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make the joy of racing accessible to everyone. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series across PC, PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR, INDYCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”), as well as the industry leading rFactor 2 and KartKraft simulations. rFactor 2 also serves as the official sim racing platform of Formula E, while also powering F1 Arcade through a partnership with Kindred Concepts. Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League, among others. Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure and every story inspires.

Forward-Looking Statements:

Certain statements in this press release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, without limitation, whether provided the Company will be able to maintain its compliance with the Nasdaq Listing Rules. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form 10-Q filed with the SEC during 2022, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date.

Website and Social Media Disclosure

:

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):

Websites Social Media

motorsportgames.com

Twitter: @msportgames & @traxiongg

traxion.gg

Instagram: msportgames & traxiongg

motorsport.com

Facebook: Motorsport Games & traxiongg

LinkedIn: Motorsport Games

Twitch: traxiongg

Reddit: traxiongg

The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Contacts:

Investors:
[email protected]

Media:
[email protected]

An image accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/4b9e488a-5297-41e5-96cf-13672a005843

Posted on January 31, 2023 9:18 am
AvidXchange Names Dan Drees as President

James Sutton joins as Chief Revenue Officer

CHARLOTTE, N.C., Jan. 31, 2023 (GLOBE NEWSWIRE) — AvidXchange Holdings, Inc. (Nasdaq: AVDX), a leading provider of accounts payable (“AP”) automation software and payment solutions for middle market businesses and their suppliers, today announced that Dan Drees has been elevated to the role of President of AvidXchange. As the leader of sales, marketing, operations and product, Drees will be focused on driving organizational agility and greater operational synergies to advance the company’s market leading position in AP and payments automation. Also announced today, James Sutton joined AvidXchange as the Chief Revenue Officer, to lead both the Buyer and Supplier Customer sales functions.

“I’m thrilled to elevate Dan to the role of President,” said Michael Praeger, Co-Founder and Chief Executive Officer of AvidXchange. “Over the past four years, Dan has proven himself to be a strong leader and a great partner across the organization, playing an instrumental role in driving both our growth and operational efficiencies. As we seek to advance our market leading position in AP and payments automation for the middle market, I believe the time is right to adapt our organizational structure for greater speed and flexibility in order to execute the next phase of our growth strategy along with a committed path toward profitability.”

Drees has been with AvidXchange as Chief Growth Officer since 2018. Since joining, Drees has been key to AvidXchange’s growth and helping the company navigate critical milestones, such as organic vertical market expansions, multiple acquisitions, the IPO and the company’s response to Covid-19.

“I am honored to be part of this next step in AvidXchange’s evolution and growth. I believe this organizational model will allow us to drive increased speed in responding to customer needs across the organization and be more effective in how we accelerate the evaluation and execution of key strategic growth initiatives coming from our Co-Founder and CEO,” commented Dan Drees, President, AvidXchange. “These changes, in combination with James Sutton’s arrival as our new Chief Revenue Officer, are designed to support our goals of growing the business and scaling our operational efficiencies.”

James Sutton is joining AvidXchange as its Chief Revenue Officer reporting to Drees. Sutton brings deep sales and revenue senior leadership experience to breakthrough growth at scale with leading SaaS software and technology organizations such as Salesforce, Google, InVision and most recently, Gusto.

To learn more, visit: https://www.avidxchange.com/about/leadership/

About AvidXchange®
AvidXchange is a leading provider of accounts payable (“AP”) automation software and payment solutions for middle market businesses and their suppliers. AvidXchange’s software-as-a-service-based, end-to-end software and payment platform digitizes and automates the AP workflows for more than 8,000 businesses and it has made payments to more than 825,000 supplier customers of its buyers over the past five years.

Additionally, AvidXchange, Inc. is a licensed money transmitter for US B2B payments, licensed as a Money Transmitter by the New York State Department of Financial Services.

To learn more about how AvidXchange, and its publicly traded parent AvidXchange Holdings, Inc. (Nasdaq: AVDX), are transforming the way companies pay their bills, visit www.AvidXchange.com.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements generally relate to future events or our future financial or operating performance and often contain words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “future,” “likely,” “may,” “should,” “will” and similar words and phrases indicating future results. The information presented in this press release related to our expectations of future performance, including without limitation, express or implied statements concerning the timing or magnitude of the company’s growth trajectory and path toward profitability, as well as other statements that are not purely statements of historical fact, are forward-looking in nature. These forward-looking statements are made on the basis of management’s current expectations, assumptions, estimates and projections and are subject to significant risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. We therefore cannot guarantee future results, performance or achievements.

Factors which could cause actual results or effects to differ materially from those reflected in forward-looking statements include, but are not limited to, the risk factors and other cautionary statements described, from time to time, in AvidXchange’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, AvidXchange’s Annual Report on Form 10-K and other documents filed with the SEC, which may be obtained on the investor relations section of our website (https://ir.avidxchange.com/) and on the SEC website at www.sec.gov. Any forward-looking statements made by us in this press release are based only on information currently available to us and speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.

Investor Relations Contact:

Subhaash Kumar
[email protected]
1-813-760-2309

Media Relations Contact:

Olivia Sorrells
[email protected]
1-386-848-3656

Posted on January 31, 2023 9:18 am
Israeli Biotech Clearmind Medicine Announces Positive Pre-Clinical Results Treating Major Depression With a Novel Ketamine-Based Compound

Tel Aviv, Israel / Vancouver, Canada, Jan. 31, 2023 (GLOBE NEWSWIRE) — Clearmind Medicine Inc. (NASDAQ: CMND) (CSE: CMND), (FSE: CWY) (“Clearmind” or “the Company”), a biotech company focused on discovery and development of novel psychedelic-derived therapeutics to solve major under-treated health problems, today announced that as part of its ongoing collaboration with the Bar-Ilan University, Israel and Professor Gal Yadid, from the Gonda Multidisciplinary Brain Research Center, a new pre-clinical trial (the “trial”) resulted in positive outcomes in relation to treating Major Depressive Disorder (“MDD”).

The trial evaluated 2-Fluorodeschloroketamine’s (“2-FDCK”), an innovative analogue of Ketamine, of which the Company has a pending patent with the United States Patent and Trademark Office, for its use in treating depression including treatment resistant depression.

The purpose of this trial was to determine 2-FDCK’s effect on the motivational state of rodents as a treatment for depressive behavior and to test 2-FDCK as a potential novel long-term pharmacological psychoactive treatment for MDD. In the trial, the Flinders Sensitive Line (“FSL”) rat, an animal model of depression, were treated either by Ketamine or 2-FDCK for 14 consecutive days.

The results indicated high potential safely treating both acute and chronic depression, compared to Ketamine that is used today for treating depression. The results suggest that there is a superior effect of 2-FDCK vs. Ketamine on the depressive-like behavior of the FSL animal model: Both Ketamine and 2-FDCK affected depressive-like symptoms. However, the effect was longer lasting when using a chronic treatment paradigm, only for 2-FDCK.

“One of our goals of working closely with leading researchers around the world, is to investigate our proprietary compounds for new revolutionary treatments for addictions and mental health disorders. Our strong IP portfolio, includes numerous innovative compounds in the field of psychedelic-derived therapeutics,” said Clearmind’s CEO Dr. Adi Zuloff-Shani. “We are very encouraged by these preclinical data as we believe this could make a tremendous difference to patients suffering with treatment-resistant depression, who have limited options available to them.”

About Clearmind Medicine Inc.

Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.

The company’s intellectual portfolio currently consists of seven patent families. The company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.

Shares of Clearmind are listed for trading on Nasdaq and the Canadian Securities Exchange under the symbol “CMND” and the Frankfurt Stock Exchange under the symbol “CWY”.

For further information visit: https://www.clearmindmedicine.com or contact:

Investor Relations

[email protected]

Telephone: (604) 260-1566

General Inquiries

[email protected]

www.Clearmindmedicine.com

FORWARD-LOOKING STATEMENTS:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the results of preclinical trials, conducting future trials, the results of future projects, the submission of patent applications and that psychedelic based treatments hold potential to address and provide dedicated solutions for various mental health conditions. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s final prospectus (registration No. 333-265900) filed with the SEC on November 16, 2022. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.

Posted on January 31, 2023 9:18 am
The Vicor Powering Innovation podcast explores CCell Renewables’ efforts to fight global coastal erosion

Coastline erosion can be curbed by CCell’s solution which accelerates the growth of protective coral reefs

ANDOVER, Mass., Jan. 31, 2023 (GLOBE NEWSWIRE) — Vicor Corporation, the leader in high‑performance power modules, today explores a new technology that naturally deters coastal erosion on the Powering Innovation podcast. The latest episode examines the challenges facing coastal environments and communities when it comes to the devastating erosion caused by waves and how CCell Renewables, this month’s guest, can combat this by propagating coral reefs.

CCell Renewables, which won the 2022 Power System Product of the Year award, has a mission to reduce the impact of erosion by working with nature to restore a sustainable balance to coastal environments and bring lasting protection to communities around the world.

Robert Gendron, Corporate Vice President, Product Development for Vicor, invites Dr. Will Bateman, CEO of CCell Renewables, to discuss their newest advancements, such as using AI, to not only monitor reef health, but also to identify new species within these ecosystems. With everything CCell does, Bateman emphasizes the importance of building new reefs in harmony with nature, enhancing habitats.

“This is another fascinating episode of our Powering Innovation podcast,” said Gendron. “We discuss technology in a very niche area, but which is so important with the ever-growing climate change challenges. For what Will is trying to achieve, Vicor’s Factorized Power Architecture is really an ideal solution to deliver the precise conditions for growing coral. The CCell technology is brilliant and is truly world-changing. We are happy to be able to partner with them in this important work.”

Vicor’s Powering Innovation podcast is available with new episodes released monthly. Listeners can expect to learn about new ideas in electrification, power challenges, creative power architectures, as well as supply chain issues, real-life challenges and more.

The Powering Innovation podcast is available to download from all major podcast providers, including Spotify, Apple Music, Google Podcasts, and more.

About Vicor

Vicor is the leader in high-performance power modules, enabling customer innovation with easy-to-deploy modular power system solutions for power delivery networks that provide the highest density and efficiency from source to point-of-load. We continuously advance the density, efficiency and power delivery capabilities of our power modules by staying on the forefront of distribution architectures, conversion topologies and packaging technology. Vicor serves customers in enterprise and high-performance computing, industrial equipment and automation, robotics, UAVs, electric vehicles and transportation, satellites, and aerospace and defense.

www.vicorpower.com

About CCell Renewables

CCell’s mission is to combat coastal erosion by working with nature to restore a sustainable balance to coastal environments and bring lasting protection to communities around the world.

www.ccell.co.uk

Stephen Germino
Media Relations & PR Director
Vicor Corporation
978.749.8243
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/a6546a90-7e0e-43c3-a0d8-47c363f4045a

Posted on January 31, 2023 9:17 am
Progress Named a Leader in Network Detection and Response by Quadrant Knowledge Solutions

Award-winning Flowmon
Anomaly Detection System (ADS) distinguished
for its “complete detection and mitigation of cyber threats”

BURLINGTON, Mass., Jan. 31, 2023 (GLOBE NEWSWIRE) — Progress (Nasdaq: PRGS), the trusted provider of application development and infrastructure software, today announced that it has been named a “Technology Leader” by Quadrant Knowledge Solutions in the 2022 SPARK Matrix™: Network Detection and Response (NDR) report, which provides a comprehensive analysis and ranking of the leading 22 NDR vendors¹. The global advisory and consulting firm defines NDR as a technology that offers a solution that utilizes non-signature-based techniques to help organizations detect and respond to suspicious traffic on their enterprise networks.

NDR technology has evolved out of the need to detect and mitigate threats that can slip past traditional endpoint and firewall security solutions. Accelerated by the recent spike in remote work environments, the proliferation of non-secure devices connecting to organizational networks has made organizations vulnerable to various types of cyber threats, including malware and ransomware attacks. Progress® Flowmon® ADS covers the perimeter and endpoint protection gap where attackers often lurk.

“With its robust and sophisticated features—which include threat detection, incident response, alert notification, cloud-based threat intelligence and security monitoring and analytics—Flowmon ADS offers a complete detection and mitigation of cyberthreats in a user’s network,” said Arnab Paul, Analyst, Quadrant Knowledge Solutions.

Powered by an intelligent detection engine, Flowmon ADS leverages behavior analysis algorithms to detect anomalies concealed within network traffic and instantly and automatically expose malicious behaviors, attacks against mission-critical applications, data breaches and other indicators of compromise. Flowmon ADS landed squarely in the report’s Technology Leaders quadrant, the category with the highest customer impact and technology excellence. The report recognized that Flowmon ADS is “highly scalable for enterprises of all sizes” and that its complex event processing and correlation into high-level incidents, discovery and assisted configuration “will significantly reduce manual effort to deploy, configure, tune-up and maintain” systems.

“As the complexity of customer environments steadily increases, so do the potential attack vectors for threat actors to take advantage of,” said Jason Dover, VP of Product Strategy, Progress. “It’s not a matter of if your network will come under attack, but when. Flowmon ADS combines deep insights about what’s occurring in the network with automated threat mitigation response and plays a critical role in mature security architectures for the current threat landscape.”

Quadrant Knowledge Solutions’ SPARK Matrix includes a detailed analysis of global NDR market dynamics, major trends, vendor landscape and competitive positioning. The study offers strategic information for users to evaluate different provider capabilities, competitive differentiation and market position.

For more information about Progress Flowmon ADS, click here. A complimentary copy of the SPARK Matrix for Network Detection and Response is available here.

About Progress

Dedicated to propelling business forward in a technology-driven world, Progress (Nasdaq: PRGS) helps businesses drive faster cycles of innovation, fuel momentum and accelerate their path to success. As the trusted provider of the best products to develop, deploy and manage high-impact applications, Progress enables customers to develop the applications and experiences they need, deploy where and how they want and manage it all safely and securely. Hundreds of thousands of enterprises, including 1,700 software companies and 3.5 million developers, depend on Progress to achieve their goals—with confidence. Learn more at www.progress.com, and follow us on LinkedIn, YouTube, Twitter, Facebook and Instagram.

Progress and Flowmon are trademarks or registered trademarks of Progress Software Corporation and/or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.

Press Contacts:
Kim Baker
Progress
+1-781-280-4000
[email protected]

¹ Quadrant Knowledge Solutions, “SPARK Matrix™: Network Detection and Response (NDR), 2022,” August 2022

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