Artificial Intelligence
Altair Announces First Quarter 2021 Financial Results
TROY, Mich., May 06, 2021 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR), a global technology company providing software and cloud solutions in the areas of simulation, high-performance computing, data analytics and artificial intelligence today released its financial results for the first quarter ended March 31, 2021.
“Altair had an excellent first quarter 2021, due in large measure to the strength of our constantly evolving software portfolio,” said James Scapa, Founder, Chairman and Chief Executive Officer of Altair. “Our vision of the convergence of simulation, HPC, and AI driving enterprise decisions is emerging as a clear imperative embraced by customers. This technical direction, which we identified early on and have invested in significantly, is important and manifest in all the markets we serve. We look forward to sharing our longer-term vision and strategy for the company at our virtual Investor Day on May 27.”
“I’m pleased to report our second consecutive quarter of record software revenue and total revenue, which far exceeded our expectations, led by strong renewal business and expansion in software,” said Matt Brown, Chief Financial Officer of Altair. “We’re executing on our mission to transform enterprise decision making, while driving top line revenue growth and maintaining a disciplined approach to spending to expand our profitability.”
First Quarter 2021 Financial Highlights
- Software product revenue was $129.5 million compared to $108.4 million for the first quarter of 2020, an increase of 19.5%
- Total revenue was $150.2 million compared to $131.5 million for the first quarter of 2020, an increase of 14.2%
- Net income was $14.4 million compared to $6.0 million for the first quarter of 2020, an increase of 138%. Diluted net income per share was $0.18 based on 79.3 million diluted weighted average common shares outstanding, compared to diluted net income per share of $0.08 for the first quarter of 2020, based on 77.0 million diluted weighted average common shares outstanding
- Adjusted EBITDA was $37.0 million compared to $21.7 million for the first quarter of 2020, an increase of 70.5%. Adjusted EBITDA margin was 24.6% compared to 16.5% for the first quarter of 2020.
- Non-GAAP net income was $26.0 million, compared to Non-GAAP net income of $15.1 million for the first quarter of 2020, an increase of 72.4%. Non-GAAP diluted net income per share was $0.31 based on 83.4 million non-GAAP diluted common shares outstanding, compared to Non-GAAP diluted net income per share of $0.19 for the first quarter of 2020, based on 78.4 million non-GAAP diluted common shares outstanding
- Free cash flow was $33.5 million, compared to $26.4 million for the first quarter of 2020, an increase of 27.1%
Business Outlook
Based on information available as of today, Altair is issuing guidance for the second quarter and full year 2021.
(in millions) | Second Quarter 2021 | Full Year 2021 | ||||||||||||||
Software Product Revenue | $ | 92.0 | to | $ | 95.0 | $ | 425.0 | to | $ | 433.0 | ||||||
Total Revenue | $ | 111.0 | $ | 114.0 | $ | 504.0 | $ | 512.0 | ||||||||
Net Loss | $ | (23.7 | ) | $ | (21.8 | ) | $ | (37.6 | ) | $ | (29.8 | ) | ||||
Non-GAAP Net Income | $ | 0.1 | $ | 1.6 | $ | 38.0 | $ | 44.0 | ||||||||
Adjusted EBITDA | $ | 2.0 | $ | 4.0 | $ | 59.0 | $ | 67.0 |
Conference Call Information | |
What: | Altair’s First Quarter 2021 Financial Results Conference Call |
When: | Thursday, May 6, 2021 |
Time: | 5:00 p.m. ET |
Live Call: | (866) 754-5204, Domestic |
(636) 812-6621, International | |
Replay: | (855) 859-2056, Conference ID 5262418, Domestic |
(404) 537-3406, Conference ID 5262418, International | |
Webcast: | http://investor.altair.com (live & replay) |
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Net Income Per Share and Free Cash Flow.
Altair believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company also believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
Adjusted EBITDA represents net income adjusted for income tax expense, interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, restructuring charges, asset impairment charges and other special items as identified by management and described elsewhere in this press release.
Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, restructuring charges, asset impairment charges, non-cash interest expense, other special items as identified by management and described elsewhere in this press release, and the impact of non-GAAP tax rate to income tax expense, which approximates our tax rate excluding discrete items and other specific events that can fluctuate from period to period.
Non-GAAP diluted common shares includes total outstanding shares plus outstanding equity awards under the Company’s equity award plans.
Free cash flow consists of cash flow from operations less capital expenditures.
Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Altair urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.
Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.
About Altair
Altair is a global technology company that provides software and cloud solutions in the areas of simulation, high-performance computing, data analytics and artificial intelligence. Altair enables organizations across broad industry segments to compete more effectively in a connected world while creating a more sustainable future. To learn more, please visit www.altair.com.
Cautionary Language Concerning 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, including but not limited to, our guidance for the second quarter and full year 2021, our statements regarding our expectation for 2021, and our reconciliations of projected non-GAAP financial measures. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Altair’s control. Altair’s actual results could differ materially from those stated or implied in our forward-looking statements due to a number of factors, including but not limited to, the risks detailed in Altair’s quarterly and annual reports filed with the Securities and Exchange Commission as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Altair’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. Altair undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Altair’s views as of any date subsequent to the date of this press release.
Media Relations
Altair
Dave Simon
248-614-2400 ext. 332
[email protected]
Investor Relations
The Blueshirt Group
Monica Gould
212-871-3927
[email protected]
Lindsay Savarese
212-331-8417
[email protected]
ALTAIR ENGINERING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2021 | December 31, 2020 | |||||||
(In thousands) | (Unaudited) | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 243,364 | $ | 241,221 | ||||
Accounts receivable, net | 107,112 | 117,878 | ||||||
Income tax receivable | 5,985 | 6,736 | ||||||
Prepaid expenses and other current assets | 22,295 | 21,100 | ||||||
Total current assets | 378,756 | 386,935 | ||||||
Property and equipment, net | 39,143 | 36,332 | ||||||
Operating lease right of use assets | 33,568 | 33,526 | ||||||
Goodwill | 262,090 | 264,481 | ||||||
Other intangible assets, net | 70,912 | 76,114 | ||||||
Deferred tax assets | 8,476 | 7,125 | ||||||
Other long-term assets | 24,968 | 25,389 | ||||||
TOTAL ASSETS | $ | 817,913 | $ | 829,902 | ||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Current portion of long-term debt | $ | 394 | $ | 30,384 | ||||
Accounts payable | 6,671 | 8,594 | ||||||
Accrued compensation and benefits | 36,785 | 34,772 | ||||||
Current portion of operating lease liabilities | 10,471 | 10,331 | ||||||
Other accrued expenses and current liabilities | 32,238 | 30,982 | ||||||
Deferred revenue | 81,737 | 85,691 | ||||||
Convertible senior notes, net | 191,094 | — | ||||||
Total current liabilities | 359,390 | 200,754 | ||||||
Long-term debt, net of current portion | 258 | 353 | ||||||
Convertible senior notes, net | — | 188,300 | ||||||
Operating lease liabilities, net of current portion | 24,319 | 24,323 | ||||||
Deferred revenue, non-current | 8,992 | 9,388 | ||||||
Other long-term liabilities | 25,141 | 27,414 | ||||||
TOTAL LIABILITIES | 418,100 | 450,532 | ||||||
Commitments and contingencies | ||||||||
MEZZANINE EQUITY | 784 | 784 | ||||||
STOCKHOLDERS’ EQUITY: | ||||||||
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding | — | — | ||||||
Common stock ($0.0001 par value) | ||||||||
Class A common stock, authorized 513,797 shares, issued and outstanding 45,494 and 44,216 shares as of March 31, 2021, and December 31, 2020, respectively |
4 | 4 | ||||||
Class B common stock, authorized 41,203 shares, issued and outstanding 29,601 and 30,111 shares as of March 31, 2021, and December 31, 2020, respectively |
3 | 3 | ||||||
Additional paid-in capital | 484,584 | 474,669 | ||||||
Accumulated deficit | (78,933 | ) | (93,293 | ) | ||||
Accumulated other comprehensive loss | (6,629 | ) | (2,797 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 399,029 | 378,586 | ||||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | $ | 817,913 | $ | 829,902 |
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, |
||||||||
(in thousands, except per share data) | 2021 | 2020 | ||||||
Revenue | ||||||||
License | $ | 96,395 | $ | 77,543 | ||||
Maintenance and other services | 33,146 | 30,900 | ||||||
Total software | 129,541 | 108,443 | ||||||
Software related services | 8,098 | 6,934 | ||||||
Total software and related services | 137,639 | 115,377 | ||||||
Client engineering services | 10,677 | 13,878 | ||||||
Other | 1,847 | 2,208 | ||||||
Total revenue | 150,163 | 131,463 | ||||||
Cost of revenue | ||||||||
License | 5,395 | 5,523 | ||||||
Maintenance and other services | 11,555 | 10,455 | ||||||
Total software * | 16,950 | 15,978 | ||||||
Software related services | 6,122 | 5,489 | ||||||
Total software and related services | 23,072 | 21,467 | ||||||
Client engineering services | 8,888 | 11,318 | ||||||
Other | 1,462 | 1,712 | ||||||
Total cost of revenue | 33,422 | 34,497 | ||||||
Gross profit | 116,741 | 96,966 | ||||||
Operating expenses: | ||||||||
Research and development * | 38,276 | 31,467 | ||||||
Sales and marketing * | 32,070 | 28,099 | ||||||
General and administrative * | 23,926 | 22,346 | ||||||
Amortization of intangible assets | 4,877 | 3,840 | ||||||
Other operating income, net | (617 | ) | (891 | ) | ||||
Total operating expenses | 98,532 | 84,861 | ||||||
Operating income | 18,209 | 12,105 | ||||||
Interest expense | 2,973 | 2,813 | ||||||
Other expense (income), net | 835 | (1,390 | ) | |||||
Income before income taxes | 14,401 | 10,682 | ||||||
Income tax expense | 41 | 4,652 | ||||||
Net income | $ | 14,360 | $ | 6,030 | ||||
Income per share: | ||||||||
Net income per share attributable to common stockholders, basic |
$ | 0.19 | $ | 0.08 | ||||
Net income per share attributable to common stockholders, diluted |
$ | 0.18 | $ | 0.08 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average number of shares used in computing net income per share, basic |
74,651 | 72,623 | ||||||
Weighted average number of shares used in computing net income per share, diluted |
79,295 | 77,004 |
* Amounts include stock-based compensation expense as follows (in thousands):
(Unaudited) | ||||||||
Three Months Ended March 31, |
||||||||
2021 | 2020 | |||||||
Cost of revenue – software | $ | 1,158 | $ | 366 | ||||
Research and development | 3,186 | 1,428 | ||||||
Sales and marketing | 3,468 | 727 | ||||||
General and administrative | 1,836 | 650 | ||||||
Total stock-based compensation expense | $ | 9,648 | $ | 3,171 |
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Three Months Ended March 31, | ||||||||
(In thousands) | 2021 | 2020 | ||||||
OPERATING ACTIVITIES: | ||||||||
Net income | $ | 14,360 | $ | 6,030 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 6,686 | 5,660 | ||||||
Provision for credit loss | 89 | 338 | ||||||
Amortization of debt discount and issuance costs | 2,800 | 2,653 | ||||||
Stock-based compensation expense | 9,648 | 3,171 | ||||||
Deferred income taxes | (687 | ) | (6,001 | ) | ||||
Other, net | (18 | ) | 7 | |||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 8,768 | 14,463 | ||||||
Prepaid expenses and other current assets | (805 | ) | 1,184 | |||||
Other long-term assets | (3,628 | ) | (321 | ) | ||||
Accounts payable | (767 | ) | (3,001 | ) | ||||
Accrued compensation and benefits | 2,626 | (2,581 | ) | |||||
Other accrued expenses and current liabilities | 183 | 8,580 | ||||||
Operating lease right-of-use assets and liabilities, net | 126 | (17 | ) | |||||
Deferred revenue | (2,810 | ) | (2,129 | ) | ||||
Net cash provided by operating activities | 36,571 | 28,036 | ||||||
INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (3,039 | ) | (1,644 | ) | ||||
Payments for acquisition of developed technology | (344 | ) | (433 | ) | ||||
Other investing activities, net | (68 | ) | 62 | |||||
Net cash used in investing activities | (3,451 | ) | (2,015 | ) | ||||
FINANCING ACTIVITIES: | ||||||||
Payments on revolving commitment | (30,000 | ) | — | |||||
Proceeds from the exercise of stock options | 271 | 194 | ||||||
Other financing activities | (107 | ) | (118 | ) | ||||
Net cash (used in) provided by financing activities | (29,836 | ) | 76 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,331 | ) | (2,113 | ) | ||||
Net increase in cash, cash equivalents and restricted cash | 1,953 | 23,984 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 241,547 | 223,497 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | 243,500 | $ | 247,481 | ||||
Supplemental disclosure of cash flow: | ||||||||
Interest paid | $ | 47 | $ | 15 | ||||
Income taxes paid | $ | 2,381 | $ | 1,831 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Finance leases | $ | — | $ | 29 | ||||
Property and equipment in accounts payable, other current liabilities and other liabilities |
$ | 619 | $ | 382 |
Financial Results
The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net income and net income per share – diluted, the most comparable GAAP financial measures:
(Unaudited) | ||||||||
Three Months Ended March 31, |
||||||||
(in thousands, except per share amounts) | 2021 | 2020 | ||||||
Net income | $ | 14,360 | $ | 6,030 | ||||
Stock-based compensation expense | 9,648 | 3,171 | ||||||
Amortization of intangible assets | 4,877 | 3,840 | ||||||
Non-cash interest expense | 2,800 | 2,648 | ||||||
Restructuring expense | 3,346 | — | ||||||
Impact of non-GAAP tax rate | (9,077 | ) | (637 | ) | ||||
Non-GAAP net income | $ | 25,954 | $ | 15,052 | ||||
Net income per share – diluted | $ | 0.18 | $ | 0.08 | ||||
Non-GAAP net income per share – diluted | $ | 0.31 | $ | 0.19 | ||||
GAAP diluted shares outstanding: | 79,295 | 77,004 | ||||||
Non-GAAP diluted shares outstanding: | 83,400 | 78,400 |
The following table provides a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP financial measure:
(Unaudited) | ||||||||
Three Months Ended March 31, |
||||||||
(in thousands) | 2021 | 2020 | ||||||
Net income | $ | 14,360 | $ | 6,030 | ||||
Income tax expense | 41 | 4,652 | ||||||
Stock-based compensation expense | 9,648 | 3,171 | ||||||
Interest expense | 2,973 | 2,813 | ||||||
Depreciation and amortization | 6,686 | 5,660 | ||||||
Restructuring expense | 3,346 | — | ||||||
Special adjustments, interest income and other | (94 | ) | (654 | ) | ||||
Adjusted EBITDA | $ | 36,960 | $ | 21,672 |
The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:
(Unaudited) | ||||||||
Three Months Ended March 31, |
||||||||
(in thousands) | 2021 | 2020 | ||||||
Net cash provided by operating activities | $ | 36,571 | $ | 28,036 | ||||
Capital expenditures | (3,039 | ) | (1,644 | ) | ||||
Free cash flow | $ | 33,532 | $ | 26,392 |
Business Outlook
The following table provides a reconciliation of projected Non-GAAP net income to projected net loss, the most comparable GAAP financial measure:
(Unaudited) | ||||||||||||||||
Three Months Ending June 30, 2021 |
Year Ending December 31, 2021 |
|||||||||||||||
(in thousands) | Low | High | Low | High | ||||||||||||
Net loss | $ | (23,700 | ) | $ | (21,800 | ) | $ | (37,600 | ) | $ | (29,800 | ) | ||||
Stock-based compensation expense | 11,100 | 11,100 | 44,200 | 44,200 | ||||||||||||
Amortization of intangible assets | 4,700 | 4,700 | 17,700 | 17,700 | ||||||||||||
Non-cash interest expense | 2,800 | 2,800 | 11,400 | 11,400 | ||||||||||||
Restructuring expense | 2,000 | 2,000 | 5,300 | 5,300 | ||||||||||||
Impact of non-GAAP tax rate | 3,200 | 2,800 | (3,000 | ) | (4,800 | ) | ||||||||||
Non-GAAP net income | $ | 100 | $ | 1,600 | $ | 38,000 | $ | 44,000 |
The following table provides a reconciliation of projected Adjusted EBITDA to projected net loss, the most comparable GAAP financial measure:
(Unaudited) | ||||||||||||||||
Three Months Ending June 30, 2021 |
Year Ending December 31, 2021 |
|||||||||||||||
(in thousands) | Low | High | Low | High | ||||||||||||
Net loss | $ | (23,700 | ) | $ | (21,800 | ) | $ | (37,600 | ) | $ | (29,800 | ) | ||||
Income tax expense | 3,200 | 3,300 | 10,400 | 10,600 | ||||||||||||
Stock-based compensation expense | 11,100 | 11,100 | 44,200 | 44,200 | ||||||||||||
Interest expense | 3,000 | 3,000 | 12,000 | 12,000 | ||||||||||||
Depreciation and amortization | 6,500 | 6,500 | 24,900 | 24,900 | ||||||||||||
Restructuring expense | 2,000 | 2,000 | 5,300 | 5,300 | ||||||||||||
Special adjustments, interest income and other | (100 | ) | (100 | ) | (200 | ) | (200 | ) | ||||||||
Adjusted EBITDA | $ | 2,000 | $ | 4,000 | $ | 59,000 | $ | 67,000 |
Artificial Intelligence
JupiterOne and watchTowr announce partnership to protect business critical assets with broad exposure management capabilities
SINGAPORE, May 2, 2024 /PRNewswire/ — watchTowr, a leader in external attack surface management (EASM) technology and fuelled by watchTowr Labs, a renowned vulnerability R&D capability, has formed a strategic partnership with JupiterOne. JupiterOne is a leader in cyber asset attack surface management (CAASM) technology. This collaboration enables customers to rapidly prioritize emerging threats within their constantly changing environments, focusing on fixing the most critical risks impacting their business, which enables an end-to-end continuous threat exposure management process (CTEM).
Over 28,000 CVE records were published in 2023; a figure that is expected to increase as attackers shorten the time from known vulnerability to exploit, reducing it from weeks to days. JupiterOne and watchTowr’s integrated solution empowers enterprises to discover their most critical and exploitable vulnerabilities, prioritize them with asset context based on business impact and receive an actionable remediation plan to improve security posture.
This partnership enables a complete continuous threat exposure management program, addressing the full spectrum of cyber risk management. The fully integrated solution provides continuous monitoring and assessment of both internal and external digital assets, allowing for prioritization and effective threat mitigation for a business’s most critical assets. “Our partnership with watchTowr is a game-changer” said Forte. “Combining our data aggregation with real-time asset discovery and automated security testing allows us to offer a unique, all-encompassing approach to exposure management.”
Benjamin Harris, CEO, watchTowr, said, “While the number of reported vulnerabilities continues to rise, the vulnerabilities that matter – in mission-critical, key systems – have exploded at an alarming rate. This reality, combined with the significant shift in speed by attackers to weaponize vulnerabilities – the ability to validate exploitability and prioritise actions based on real business risk has never been more vital. We’re excited to join forces with JupiterOne to give security teams around the globe this much-needed end-to-end capability.”
About JupiterOne:
JupiterOne is a cybersecurity startup delivering powerful software solutions to companies across all industries, providing deep insights to cyber assets and the relationships between, empowering security professionals to have true knowledge and ownership of their attack surfaces.
About watchTowr:
watchTowr is a global cybersecurity technology company, built by former adversaries.
watchTowr’s world-class External Attack Surface Management and Continuous Automated Red Teaming technology is informed by years of experience compromising some of the world’s most targeted organisations and utilised by Fortune 500, financial services and critical infrastructure providers every day.
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Artificial Intelligence
Clarivate Declares Dividend on Mandatory Convertible Preferred Shares
LONDON, May 1, 2024 /PRNewswire/ — Clarivate Plc (NYSE: CLVT; CLVT PR A) (“Clarivate”), a leading global provider of transformative intelligence, today announced that its board of directors declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares (the “Preferred Shares”), payable in cash on June 3, 2024 to shareholders of record at the close of business on May 15, 2024.
On the mandatory conversion date, which is scheduled to occur on June 3, 2024, each Preferred Share will automatically and mandatorily convert into a number of ordinary shares of Clarivate (and cash in lieu of any fractional ordinary shares) based on the average volume weighted average price (“VWAP”) of Clarivate’s ordinary shares over a 30-trading day period that begins on, and includes, April 18, 2024 and is scheduled to end on, and include, May 30, 2024 (the “valuation period”). If such VWAP is (i) greater than $31.20, then the mandatory conversion rate will be 3.2052 ordinary shares of Clarivate per Preferred Share, (ii) less than or equal to $31.20 but equal to or greater than $26.00, then the mandatory conversion rate will be a number of ordinary shares of Clarivate per Preferred Share equal to $100.00 divided by such VWAP and (iii) less than $26.00, then the mandatory conversion rate will be 3.8462 ordinary shares of Clarivate per Preferred Share. The mandatory conversion rate will be announced following the end of the valuation period. The above description of the terms of the Preferred Shares is not complete and is subject to, and qualified in its entirety by reference to, the “Statement of Rights” for the Preferred Shares, which is filed as Exhibit 3.2 to Clarivate’s annual report on Form 10-K for the fiscal year ended December 31, 2023.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also adversely affect our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.
About Clarivate
Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.
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Artificial Intelligence
CGTN: 3rd CMG Forum in Beijing discusses AI development
BEIJING, May 1, 2024 /PRNewswire/ — Focusing on the development of AI, the third CMG Forum was held on Monday in Beijing.
Li Shulei, a member of the Political Bureau of the Communist Party of China (CPC) Central Committee and the head of the Publicity Department of the CPC Central Committee, attended the opening of the event and delivered a speech.
Guests at the forum stressed the role of media in promoting the innovative application of AI as well as its governance.
Efforts should also be made to boost the development of AI in creating positive, healthy, diverse and high-quality content, so that AI can become a force for good and benefit mankind, they agreed.
They also called on media to accelerate intelligent transformation and help bridge international exchanges and cooperation on the governance of AI to facilitate its healthy, orderly and safe development.
Hosted by China Media Group (CMG), the forum attracted more than 200 participants from international organizations, media, think tanks and multinational companies.
“Innovation and breakthroughs in science and technology not only guide the development and progress of human civilization, but also bring uncertainty to the changing world,” said Shen Haixiong, vice minister of the Publicity Department of the CPC Central Committee and president of CMG. He called for efforts to jointly create valuable and responsible artificial intelligence.
AI technology is affecting every aspect of our lives. Thomas Bach, president of the International Olympic Committee (IOC), stated in a video speech that CMG has always been a partner of the IOC, bringing the charm of the Olympic Games to hundreds of millions of Chinese viewers. He said the IOC invites CMG to work together for the creation of a future with the application of AI in Olympic sports.
“From ancient inventions such as silk, printing and the compass to modern technological advances such as robotics, telecommunications and green technology, China has always been committed to innovation and creation,” said Daren Tang, director general of the World Intellectual Property Organization (WIPO). He said WIPO pays close attention to ensuring a balance between the opportunities and risks of artificial intelligence and is committed to strengthening cooperation to ensure that artificial intelligence is properly used.
https://news.cgtn.com/news/2024-04-30/3rd-CMG-Forum-in-Beijing-discusses-AI-development-1tdDcXvCexG/p.html
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