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OMNIQ ANNOUNCES Q2 2023 REVENUE OF $20.4 MILLION AND INCREASED AI BASED REVENUE BY 91%

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SALT LAKE CITY, Aug. 14, 2023 (GLOBE NEWSWIRE) — OMNIQ Corp. (NASDAQ: OMQS) (“OMNIQ” or “the Company”), a provider of Artificial Intelligence (AI) and IoT – based solutions announces Q2 2023 revenue of $20.4M and increased AI based revenue by 91%.

  • Q2 2023 Revenue of $20.4 Million a 16% decrease vs Q2 2022 impacted by temporary delay of several large orders
  • 6 months 2023 Revenue of $48.26 Million a 4% decrease versus 6-month 2022
  • AI Machine Vision Revenue increased by 91% for Q2, driven by strong customer demand across Homeland Security, Public Safety and Automation of Parking.
  • Company continues the process of improving efficiencies initiated this year, resulting in approximately $1.7M reduction in Sales and G&A expenses maintaining its efforts to reach positive EBITDA.
  • Q Shield AI based Machine Vision Safe City System added 2 new cities for a total of 19 under contract. The company has navigated thru regulatory requirements, is experiencing positive momentum, and expects an acceleration in Q3.
  • Q2 Adjusted EBITDA loss $1.5M versus Adjusted EBITDA loss of $777K in Q2 2022
  • Cash June 30, 2023, of $1,998 Million vs. $1,311 Million on December 31st, 2022.

Additional Q2 2023 and recent events:

  • Three additional Airport ordered OMNIQ’s AI based parking and security solution bringing the total to 60 Airports in the US
  • OMNIQ’s AI – Machine vision systems to be deployed in South America in partnership with a multibillion-dollar publicly traded high-tech defense and homeland security company,
  • AI based Border Safety System has been enhanced with real-time anomaly detection. The technology allows for identification of unusual acceleration of vehicle speeds in high-risk areas, enabling authorities to respond immediately to potential threats.
  • OMNIQ partnered with EAGL Technology, Inc to offer Shot Detection as an important add on to its AI-Based solution with additional unique features like car’s color, model and manufacturer, essential features for crime and terron prevention.
  • OMNIQ signed a definitive agreement to acquire Tadiran Telecomm. The company is waiting for governmental approvals before it can proceed with closing the transaction.

Shai Lustgarten, CEO, commented “Our core legacy business services the needs of many of the world’s largest companies. While we remain confident in our continued success and the opportunities ahead, these large companies were more cautious, took more time to make decisions and pushed out orders as they were faced with the challenges of an uncertain economy over the last several months. This caused a temporary delay in receiving several large orders resulting in a $4M decrease in Q2 revenue vs 2022. Despite these challenges in the quarter, we continued to make significant advancements which provide us the ability to reach our yearly objectives and long-term growth plans.

Our dedicated team worked tirelessly throughout the quarter to provide excellent customer service and actively pursue numerous substantial new contracts. We are confident that these efforts will yield positive results soon, more than compensating for the $4 million decrease.

We continue to witness robust demand for our AI systems in the United States, South America and the Middle East which resulted in an overall AI revenue increase of 91%. Our Q-Shield, Safe City system has exhibited impressive success, fostering safer environments and generating increased revenues upon deployment. Currently, we have 15 additional cities eagerly anticipating the implementation of this system. As we ventured into a new industry with groundbreaking technology, we encountered several learning curves and navigated unexpected regulatory demands. We are pleased to inform you that these challenges are being successfully addressed. We anticipate a swifter pace of deployments for the additional 16 cities and continued positive pace of new contracts moving forward.

In our ongoing commitment to financial responsibility, we have continued with significant cost-cutting efforts in SG&A, resulting in a substantial reduction of expenses by $1.7 million. This aligns with our ongoing efforts to achieve positive EBITDA.

We are excited about our recent announcement regarding the definitive agreement for Tadiran Telecomm, and we are working on regulatory requirements to conclude the closing. Pending approval, upon closure, this acquisition will significantly enhance OMNIQ’s market positioning, adding robust technology to our product portfolio.”

Second Quarter 2023 Financial Results

OMNIQ reported revenue of $20.4 million for the quarter ended June 30, 2023, a decrease of 16% from $24.2 million in the second quarter of 2022. Our Gross Margin in the 2nd quarter was 19% compared to a Gross Margin of 25% in the same period in 2022. The decrease in Gross margin is due to the fix costs accounted to the cost of goods sold combined with the decrease in revenue. Margin on the variable cost (direct cost of material) is higher by 2% from 31% in Q2 2022 to 33% in Q2 2023. Total operating expenses for the quarter were $6.4 million, a decrease of 20% from $8M in the second quarter of 2022.

Net loss for the quarter was $3.9 million, or a loss of $.49 per basic share, compared with a loss of $3.2 million, or a loss of $.44 per basic share, for the second quarter of last year.

Adjusted EBITDA (adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) for the second quarter of 2023 amounted to a loss of $1.5 million compared with an adjusted EBITDA loss of $777 thousand in the second quarter of 2022.

Cash balance at June 30, 2022 was $2 million compared with $1.3 million at December 31, 2022.

Six Months ending June 30, 2023 Financial Results

OMNIQ reported revenue of $48 million for the six months ended June 30, 2023, a decrease of 4% from $50 million in the first six months of 2022. Our Gross Margin for the first half of 2023 was 20%, compared to a Gross Margin of 24% for the same period in 2022. Total operating expenses for the six months ended June 30, 2023 were $14.1 million, compared with $15.5 million in the same period of 2022 a decrease of 9%.

Net loss for the six months ended June 30, 2023 was $7.4 million, or a loss of $0.95 per basic share, compared with a loss of $5.8 million, or a loss of $0.79 per basic share, for the first six months of last year.

Adjusted EBITDA (adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) for the six months ended June 30, 2023 amounted to a loss of $2.4 million compared with an adjusted EBITDA loss of $1 million in the same period of 2022.

Earnings Call Details

To participate in this event, dial approximately 5 to 10 minutes before the beginning of the call.

Event Date: August 15th 8:00 AM Eastern Time

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 261124

Event Link: Webcast URL: https://www.webcaster4.com/Webcast/Page/2310/48934

Replay Number:

Toll Free: 877-481-4010

International: 919-882-2331

Replay Passcode: 48934

Replay will be available on the company website at www.omniq.com under the investor tab.

About omniQ Corp.

omniQ Corp. (Nasdaq: OMQS) provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management, and access control applications. The technology and services provided by the Company help clients move people, assets, and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

omniQ’s customers include government agencies and leading Fortune 500 companies from several sectors, including manufacturing, retail, distribution, food and beverage, transportation and logistics, healthcare, and oil, gas, and chemicals. Since 2014, annual revenues have grown to more than $50 million from clients in the USA and abroad.

The Company currently addresses several billion-dollar markets, including the Global Safe City market, forecast to grow to $67.1 billion by 2028, and the Ticketless Safe Parking market, forecast to grow to $33.5 billion by 2023 and the fast casual restaurant sector expected to reach $209 billion by 2027.

For more information, visit www.omniq.com.

Information about Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

This release contains “forward-looking statements” that include information relating to future events and future financial and operating performance. The words “anticipate”, “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company’s products particularly during the current health crisis , the introduction of new products, the Company’s ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company’s liquidity and financial strength to support its growth, the Company’s ability to manage credit and debt structures from vendors, debt holders and secured lenders, the Company’s ability to successfully integrate its acquisitions, and other information that may be detailed from time-to-time in omniQ Corp.’s filings with the United States Securities and Exchange Commission. Examples of such forward looking statements in this release include, among others, statements regarding revenue growth, driving sales, operational and financial initiatives, cost reduction and profitability, and simplification of operations. For a more detailed description of the risk factors and uncertainties affecting omniQ Corp., please refer to the Company’s recent Securities and Exchange Commission filings, which are available at https://www.sec.gov. omniQ Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by law.

Contact:

[email protected]

OMNIQ CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)   As of  
    June 30, 2023     December 31, 2022  
    (UNAUDITED)        
ASSETS                
Current assets                
Cash and cash equivalents   $ 1,998     $ 1,311  
Accounts receivable, net     18,283       23,893  
Inventory     6,685       8,726  
Prepaid expenses     1,261       1,268  
Other current assets     371       473  
Total current assets     28,598       35,671  
                 
Property and equipment, net of accumulated depreciation of $1,069 and $1,030 respectively     1,373       1,086  
Goodwill     16,432       16,542  
Trade name, net of accumulated amortization of $4,669 and $4,458, respectively     1,522       1,826  
Customer relationships, net of accumulated amortization of $11,241 and $10,762, respectively     4,261       4,967  
Other intangibles, net of accumulated amortization of $1,569 and $1,541, respectively     577       675  
Right of use lease asset     1,800       2,300  
Other assets     1,202       1,744  
Total Assets   $ 55,765     $ 64,811  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable and accrued liabilities   $ 52,859     $ 54,736  
Line of credit     2,990       1,971  
Accrued payroll and sales tax     1,699       2,633  
Notes payable, related parties – current portion     97       293  
Notes payable – current portion     8,941       11,572  
Lease liability – current portion     829       942  
Other current liabilities     1,431       1,394  
Total current liabilities     68,846       73,541  
                 
Long term liabilities                
Accrued interest and accrued liabilities, related party     73       72  
Notes payable, less current portion     1,570       55  
Lease liability     1,010       1,404  
Other long term liabilities     178       265  
Total liabilities     71,677       75,337  
                 
Stockholders’ deficit                
Series A Preferred stock; $0.001 par value; 2,000,000 shares designated, 0 shares issued and outstanding            
Series B Preferred stock; $0.001 par value; 1 share designated, 0 shares issued and outstanding            
Series C Preferred stock; $0.001 par value; 3,000,000 shares designated, 502,000 and 544,500 shares issued and outstanding, respectively     1       1  
                 
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,890,198 and 7,714,780 shares issued and outstanding, respectively.     8       8  
Additional paid-in capital     75,000       73,714  
Accumulated deficit     (91,849 )     (84,460 )
Cumulative Translation Adjustment     928       211  
Total OmniQ stockholders’ deficit     (15,912 )     (10,526 )
                 
Total liabilities and deficit   $ 55,765     $ 64,811  

OMNIQ CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)

    For the three months     For the Six months  
    ending June 30,     ended June 30,  
(In thousands, except share and per share data)   2023     2022     2023     2022  
Revenues                                
Total Revenues   $ 20,446     $ 24,209     $ 48,268     $ 50,531  
                                 
Cost of goods sold                                
Cost of goods sold     16,560       18,222       38,659       38,417  
                                 
Gross profit     3,886       5,987       9,609       12,114  
                                 
Operating expenses                                
Research & Development     559       468       982       990  
Selling, general and administrative     5,315       7,072       12,082       13,547  
Depreciation     96       58       204       151  
Amortization     422       406       858       851  
Total operating expenses     6,392       8,004       14,126       15,539  
                                 
Loss from operations     (2,506 )     (2,017 )     (4,517 )     (3,425 )
                                 
Other income (expenses):                                
Interest expense     (740 )     (878 )     (1,678 )     (1,689 )
Other (expenses) income     (721 )     (389 )     (1,472 )     (653 )
Total other expenses     (1,461 )     (1,267 )     (3,150 )     (2,342 )
Net Loss Before Income Taxes     (3,967 )     (3,284 )     (7,667 )     (5,767 )
Provision for Income Taxes                                
Current     101       98       294       14  
Total Provision for Income Taxes     101       98       294       14  
                                 
Net Loss   $ (3,866 )   $ (3,186 )   $ (7,373 )   $ (5,753 )
Net income attributable to noncontrolling interest                       67  
Net Loss attributable to OmniQ Corp   $ (3,866 )   $ (3,186 )   $ (7,373 )   $ (5,820 )
                                 
Net Loss   $ (3,866 )   $ (3,186 )   $ (7,373 )   $ (5,753 )
Foreign currency translation adjustment     260       241       717       77  
Comprehensive loss   $ (3,606 )   $ (2,945 )   $ (6,656 )   $ (5,676 )
Reconciliation of net loss to net loss attributable to common shareholders                                
Net loss   $ (3,866 )   $ (3,186 )   $ (7,373 )   $ (5,753 )
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp     (8 )     (141 )     (16 )     (189 )
Net income attributable to noncontrolling interest                       67  
Net loss attributable to common stockholders’ of OmniQ Corp   $ (3,874 )   $ (3,327 )   $ (7,389 )   $ (6,009 )
Net (loss) per share – basic attributable to common stockerholders’ of OmniQ Corp   $ (0.49 )   $ (0.44 )   $ (0.95 )   $ (0.79 )
                                 
Weighted average number of common shares outstanding – basic     7,887,283       7,579,795       7,777,665       7,545,190  
  Six Months ended  
(In thousands) June 30,  
Adjusted EBITDA Calculation 2023       2022    
           
Net loss   (7,373 )       (5,754 )  
Depreciation & amortization   1,062         1,002    
Interest expense   1,678         1,689    
Income taxes   (294 )       14    
Stock compensation   1,032         1,203    
Nonrecurring loss events   1,507         882    
Adjusted EBITDA   (2,388 )       (964 )  
               
Total revenues, net   48,268         50,531    
               
Adjusted EBITDA as a % of total revenues, net   (5 %)       (2 %)  

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Artificial Intelligence

Permira to Acquire Majority Position in BioCatch at $1.3bn Valuation

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Permira Growth Opportunities Transaction builds on initial minority investment made in early 2023 to acquire a majority position and support BioCatch’s accelerated growth within online fraud detection and financial crime prevention
NEW YORK and TEL AVIV, Israel, May 2, 2024 /PRNewswire/ — BioCatch (the “Company”), the global leader in digital fraud detection and financial crime prevention powered by behavioral biometric intelligence, today announced that Permira Growth Opportunities II (the “Fund”), a fund advised by global private equity firm Permira, has agreed to acquire a majority position in the Company. Alongside the Fund’s investment, existing shareholders Sapphire Ventures and Macquarie Capital will also increase their investments in BioCatch. The transaction is expected to accelerate the Company’s global expansion, advance its innovative product roadmap and support its continued overall growth.

Under the terms of the agreement, the Fund will acquire a majority stake in BioCatch, buying out shares primarily from Bain Capital Tech Opportunities and Maverick Ventures, in a secondary transaction valuing the Company at a total enterprise valuation of $1.3bn.
BioCatch was founded in 2011 – at the dawn of a significant consumer shift from branch to online banking – with a mission to fight fraud and keep users safe in online transactions without disrupting user experience. Today, the Company is a leader in behavioral biometric intelligence and advanced fraud detection, leveraging patented artificial intelligence, data science, and machine learning technology to analyze a user’s cognitive intent and deliver highly accurate insights as to the legitimacy of their identity, motivations, and behavior. In 2023, the Company expanded its mission to include a proactive approach to fighting financial crime with the launch of predictive, behavior-based mule account detection.
As fraud attacks have become increasingly scaled, sophisticated and complex, BioCatch has experienced significant and sustained momentum. Permira, via its growth equity strategy, completed an initial minority investment in the Company in early 2023, a year that BioCatch ultimately finished with 49% ARR growth, whilst also surpassing the $100 million ARR milestone and attaining EBITDA profitability. Today, BioCatch counts more than 190 financial institutions as customers globally, including over 30 of the world’s largest 100 global banks, who use its solutions to fight fraud, facilitate financial crime prevention and decision intelligence sharing, accelerate digital transformation, and grow the value of customer relationships.
Permira brings a growth mindset to BioCatch’s next chapter, with the ability and network to help the Company expand across Continental Europe, where Permira was first established nearly four decades ago. In addition, Permira is excited to back the Company’s exceptional management team and innovative product roadmap, and is committed to further strengthening BioCatch’s global leadership position both organically and inorganically.
“Permira has backed the theme of cybersecurity for several years, and within this, online fraud detection, customer identity and access management markets have become a clear focus. We have tracked BioCatch with enthusiasm for many years, and now having been a shareholder since early 2023, our conviction in the business, its growth potential, its technology leadership, and its management team continues to grow. We’re excited to become the company’s majority shareholder and look forward to a continued successful partnership with Gadi and the BioCatch team as we seek to further accelerate growth and expansion in the years to come,” said Stefan Dziarski, Partner and Co-Head of Permira Growth Opportunities.
Gadi Mazor, CEO of BioCatch, added: “After building a strong partnership with Permira over the last year, we are delighted to welcome them as majority shareholders. The firm’s impressive experience within technology and cybersecurity, combined with their scale, global network, and our close working relationship, has been invaluable since their initial investment. We’re excited to take BioCatch to the next level together. I’d also like to thank Matthew Kinsella from Maverick Ventures and Dewey Awad from Bain Capital for their support over the last four years, which has been key in helping us establish our leadership position in the market.”
“We have had the privilege of partnering with BioCatch over the past four years and worked closely with Gadi and the BioCatch team to develop a long-term strategy to realize the business’s growth potential,” said Dewey Awad, a Partner at Bain Capital. “Together, we drove several key initiatives aimed at augmenting BioCatch’s go-to-market strategy, team, and operations, all with the goal of protecting end-users and their most sensitive transactions. We believe the company is well-positioned to continue its growth journey under Gadi’s leadership and with Permira’s support.”
“At Permira, we are looking to back product-led businesses operating in structurally growing end markets and that have management teams with the ambition to scale and grow their business. We found all of that in BioCatch and were grateful to have the opportunity to make an initial investment in 2023. After a successful first year, we are delighted to take a majority stake in the business as it continues to grow at scale. With the full extent of Permira’s resources and experience at its disposal, we’re excited for what’s to come at BioCatch,” commented Ran Maidan, Senior Adviser and Head of Permira in Israel.
About Permira
Permira is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds with total committed capital of approximately €80bn and makes long-term majority and minority investments across two core asset classes, private equity and credit.
The Permira funds have an extensive track record in technology investing, having invested in 50+ companies across SaaS, cybersecurity, digital commerce, fintech and online marketplaces. Permira invested in BioCatch via its Growth Opportunities Fund; its strategy is to back disruptive technology and tech-enabled companies as they scale to the next level. The Permira funds have previously supported and helped scale some of the largest and fastest-growing technology businesses globally, including Genesys, TeamViewer, Zendesk, McAfee, Mimecast, Carta, G2, Sysdig, SonarSource, Mirakl, and others. Permira closed its second Growth Opportunities Fund in December 2021 at $4 billion.
The Permira private equity funds have made approximately 300 private equity investments in four key sectors: Technology, Consumer, Healthcare and Services. Permira employs over 500 people in 15 offices across Europe, the United States and Asia. For more information, visit www.permira.com or follow us on LinkedIn.
About BioCatch
BioCatch stands at the forefront of digital fraud detection, pioneering behavioral biometric intelligence grounded in advanced cognitive science and machine learning. BioCatch analyzes thousands of user interactions to support a digital banking environment where identity, trust, and ease coexist. Today, more than 30 of the world’s largest 100 banks and more than 190 total financial institutions rely on BioCatch Connect™ to combat fraud, facilitate digital transformation, and grow customer relationships.
BioCatch’s Client Innovation Board, an industry-led initiative featuring American Express, Barclays, Citi Ventures, HSBC, and National Australia Bank, collaborates to pioneer creative and innovative ways to leverage customer relationships for fraud prevention. With more than a decade of data analysis, 90 registered patents, and unmatched expertise, BioCatch continues to lead innovation to address future challenges. For more information, visit www.biocatch.com.
Media Contacts
For BioCatch
Mac KingSr. Manager, Corporate Communications, [email protected]+1-206-200-8596
For Permira
James [email protected] +44 774 7006407
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Artificial Intelligence

JupiterOne and watchTowr announce partnership to protect business critical assets with broad exposure management capabilities

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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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Clarivate Declares Dividend on Mandatory Convertible Preferred Shares

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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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