Metamaterial Exchangeco Inc. Announces Share Consolidation

TORONTO, ON / ACCESSWIRE / January 23, 2024 / Metamaterial Exchangeco Inc. (the "Company") (CSE:MMAX) announces that it will be effecting a share consolidation of its issued and outstanding exchangeable shares ("Exchangeable Shares") on the basis of one (1) post-consolidation Exchangeable Share for every one hundred (100) pre-consolidation Exchangeable Shares (the "Consolidation") on January 29, 2024 (the "Effective Date"). The consolidation is being implemented in connection with a consolidation of the common shares of Meta Materials Inc. ("MMAT"), the parent company of the Company, which is being effected on the basis of one (1) post-consolidation common share for every one hundred (100) pre-consolidation common shares of MMAT, since the Exchangeable Shares are exchangeable for common shares of MMAT on a one-for-one basis. The Consolidation will affect all holders of Exchangeable Shares uniformly and will not affect any holder’s ownership percentage of the Company’s Exchangeable Shares.

In relation to the Consolidation, the Company has obtained a new CUSIP (59134L207) and ISIN (CA59134L2075). There is no name change or stock symbol change in connection with the Consolidation.

The Consolidation is subject to the approval of the Canadian Securities Exchange (the "CSE"). The Company’s Exchangeable Shares are expected to commence trading on the CSE on a post-Consolidation basis on or about market open on January 29, 2024 under the Company’s existing symbol "MMAX".

The Consolidation will reduce the number of outstanding Exchangeable Shares from 36,811,834 to approximately 368,118. No fractional Exchangeable Shares shall be issued pursuant to the Consolidation, and the number of post-consolidation Exchangeable Shares to be received by a registered holder shall be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of Exchangeable Shares that such registered holder would otherwise be entitled to receive upon implementation of the Consolidation. No holder of Exchangeable Shares will receive cash in lieu of fractional shares.

No letters of transmittal will be mailed with respect to the Consolidation. Rather, a registered shareholder of the Company who holds Exchangeable Shares either in the form of a share certificate or through a direct registration system ("DRS") statement will, following the Effective Date, receive a new share certificate or DRS statement reflecting the applicable number of Exchangeable Shares on a post-Consolidation basis to which the registered shareholder is entitled, and all share certificates and DRS statements reflecting the Exchangeable Shares pre-Consolidation will no longer be valid. Shareholders who hold their Exchangeable Shares through a broker, investment dealer, bank or trust company or other intermediary should contact that nominee or intermediary for assistance in depositing their Exchangeable Shares in connection with the Consolidation.

ABOUT METAMATERIAL EXCHANGECO INC.

Metamaterial Exchangeco Inc. is a wholly owned subsidiary of Meta Materials Inc. (META). META is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.

For further information, please contact:
Investors Inquiries
Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.
ir@metamaterial.com

Notice Regarding Forward Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, the Effective Date of the Consolidation and the timing for when the Exchangeable Shares will commence trading on the CSE on a post-Consolidation basis. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition and future performance of Metamaterial Exchangeco Inc.’s and the Company’s business as a whole. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct.Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

SOURCE: Metamaterial Exchangeco Inc.

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Metamaterial Exchangeco Inc. Announces Share Consolidation

TORONTO, ON / ACCESSWIRE / January 23, 2024 / Metamaterial Exchangeco Inc. (the "Company") (CSE:MMAX) announces that it will be effecting a share consolidation of its issued and outstanding exchangeable shares ("Exchangeable Shares") on the basis of one (1) post-consolidation Exchangeable Share for every one hundred (100) pre-consolidation Exchangeable Shares (the "Consolidation") on January 29, 2024 (the "Effective Date"). The consolidation is being implemented in connection with a consolidation of the common shares of Meta Materials Inc. ("MMAT"), the parent company of the Company, which is being effected on the basis of one (1) post-consolidation common share for every one hundred (100) pre-consolidation common shares of MMAT, since the Exchangeable Shares are exchangeable for common shares of MMAT on a one-for-one basis. The Consolidation will affect all holders of Exchangeable Shares uniformly and will not affect any holder’s ownership percentage of the Company’s Exchangeable Shares.

In relation to the Consolidation, the Company has obtained a new CUSIP (59134L207) and ISIN (CA59134L2075). There is no name change or stock symbol change in connection with the Consolidation.

The Consolidation is subject to the approval of the Canadian Securities Exchange (the "CSE"). The Company’s Exchangeable Shares are expected to commence trading on the CSE on a post-Consolidation basis on or about market open on January 29, 2024 under the Company’s existing symbol "MMAX".

The Consolidation will reduce the number of outstanding Exchangeable Shares from 36,811,834 to approximately 368,118. No fractional Exchangeable Shares shall be issued pursuant to the Consolidation, and the number of post-consolidation Exchangeable Shares to be received by a registered holder shall be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of Exchangeable Shares that such registered holder would otherwise be entitled to receive upon implementation of the Consolidation. No holder of Exchangeable Shares will receive cash in lieu of fractional shares.

No letters of transmittal will be mailed with respect to the Consolidation. Rather, a registered shareholder of the Company who holds Exchangeable Shares either in the form of a share certificate or through a direct registration system ("DRS") statement will, following the Effective Date, receive a new share certificate or DRS statement reflecting the applicable number of Exchangeable Shares on a post-Consolidation basis to which the registered shareholder is entitled, and all share certificates and DRS statements reflecting the Exchangeable Shares pre-Consolidation will no longer be valid. Shareholders who hold their Exchangeable Shares through a broker, investment dealer, bank or trust company or other intermediary should contact that nominee or intermediary for assistance in depositing their Exchangeable Shares in connection with the Consolidation.

ABOUT METAMATERIAL EXCHANGECO INC.

Metamaterial Exchangeco Inc. is a wholly owned subsidiary of Meta Materials Inc. (META). META is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.

For further information, please contact:
Investors Inquiries
Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.
ir@metamaterial.com

Notice Regarding Forward Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, the Effective Date of the Consolidation and the timing for when the Exchangeable Shares will commence trading on the CSE on a post-Consolidation basis. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition and future performance of Metamaterial Exchangeco Inc.’s and the Company’s business as a whole. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct.Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

SOURCE: Metamaterial Exchangeco Inc.

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SWK Holdings Highlights Recent Achievements and Provides Portfolio Update

DALLAS, TX / ACCESSWIRE / January 23, 2024 / SWK Holdings Corporation (Nasdaq:SWKH) ("SWK" or the "Company"), a life science-focused specialty finance company catering to small and mid-sized commercial-stage companies, today provided a corporate progress update as well as a summary of the achievements of its borrower partners.

"We concluded 2023 with a surge in deal activity as the 2023 investments SWK has made in the team and underwriting process paid dividends through an increased pipeline and four deal closings," stated Jody Staggs, President and CEO of SWK. "During the quarter, SWK closed approximately $60 million of financings with $55 million deployed. With these new capital deployments, SWK’s portfolio of life science finance receivables grew to an all-time high as of December 31, 2023. We are well positioned to achieve sustained growth and deliver positive returns to our shareholders through our selective investment in innovative life science companies."

SWK Holdings Portfolio Updates

New Financings

  • In the fourth quarter of 2023, SWK closed four financings with new partners for total deployment of approximately $60 million.
    • A $20.0 million loan to Journey Medical Corporation, a commercial-stage pharmaceutical company focused on addressing dermatological conditions. $15 million of the Journey loan was drawn at close with the remaining $5 million available at the company’s option.
    • A $20.0 million loan to Shield Therapeutics, a commercial-stage pharmaceutical company focused on addressing iron deficiency.
    • A $6.0 million loan to Nicoya Lifesciences, a developer, manufacturer, and marketer of proprietary benchtop instrumentation.
    • A $14.1 million acquisition of a series of cumulative sales-based milestones tied to a portfolio of revenue producing immune globulins.

SWK Holdings Borrower Partner Achievements

4Web, Inc.

4Web, Inc. 4Web is a privately held medical device company, based in Frisco, TX, which utilizes proprietary truss implant technology to develop and market spinal implants.

  • On September 27, 2023, 4Web announced it had received 510(k) clearance to market its newest addition to the Company’s implant portfolio, the Cervical Spine Truss System (CSTS) Integrated Plating Solution, providing an additional stand-alone treatment option for its surgeon customers.

Biolase, Inc.

Biolase, Inc., traded on Nasdaq, ticker symbol BIOL, is a medical device company that develops, manufactures, and markets proprietary dental laser systems.

  • On December 6, 2023, Biolase announced that it entered into a securities purchase agreement with a single institutional investor to purchase $1.4 million of its common stock and pre-funded warrants.
  • Continued operating improvements and efficiencies reduced operating loss by 52% year-over-year for the quarter ended September 30, 2023.

Biotricity, Inc.

Biotricity, Inc., traded on Nasdaq, ticker symbol BTCY, is a medical technology company focused on delivering remote biometric monitoring solutions to the medical and consumer markets.

  • For the quarter ended September 30, 2023, increased revenue 21% to $2.9 million compared with $2.4 million in quarter ended September 30, 2022.
  • Gross profit was 69% for the three months ended September 30, 2023, as compared to 54% in the corresponding prior year quarter, as a result of growing recurring technology fee revenue base.
  • On October 31, 2023, Biotricity issued an unsecured convertible preferred note to an investor in the principal amount of $1.0 million.

Elutia

Elutia Inc., traded on Nasdaq, ticker symbol ELUT, is a biologics company with a portfolio of regenerative products aimed at improving compatibility between medical devices and the patients they treat.

  • For the quarter ended September 30, 2023, reported year-over-year sales growth of 25% for proprietary products CanGaroo and SimpliDerm.
  • Submitted 510(k) for CanGarooRM, the next-generation, drug-eluting version of CanGaroo, with an anticipated approval decision in 1H24.

Eton Pharmaceuticals, Inc.

Eton, traded on Nasdaq, ticker symbol ETON, is an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases.

  • Eton has demonstrated 11 straight quarters of product revenue growth, reaching $7.0 million in third quarter of 2023. Cash flow also reached break even during the same period, and Eton reported $22.1 million cash on hand to support growth.
  • Eton expects greater than $30.0 million of total revenue during full year 2023, a 40% increase from the prior year’s comparable period.

Journey Medical Corporation

Journey, traded on Nasdaq, ticker symbol DERM, is a commercial-stage pharmaceutical company focused on commercializing FDA-approved, prescription dermatology products.

  • In January, announced submission of a New Drug Application ("NDA") to the FDA seeking approval for DFD-29 (Minocycline Hydrochloride Modified Release Capsules, 40 mg) for the treatment of inflammatory lesions and erythema of rosacea in adults.
  • Generated total net revenues of $34.5 million in the quarter ended September 30, 2023, a 101% increase from $17.2 million in the second quarter of 2023.
  • Received an upfront payment of $19.0 million upon entering into an exclusive license agreement with Maruho Co., Ltd. for Qbrexza® in South Korea and other Asian nations.

Nicoya Lifesciences Inc.

Nicoya is a Canadian life sciences tools company focused on innovative biosensor technology for the academic, biotechnology, and pharmaceutical sectors.

  • In October 2023, Nicoya opened a new lab facility in San Francisco to support the drug discovery community in the Bay Area

Shield Therapeutics plc

Shield, traded on the London Stock Exchange, symbol STX, is a commercial-stage specialty pharmaceutical company focused on addressing iron deficiency with its lead product Accrufer®/Feraccru® (ferric maltol).

  • For the quarter ended September 30, 2023, Shield sold over 27,750 total prescriptions, an increase of 76% compared to the quarter ended June 30, 2023.
  • Increased average selling price per prescription by 24% in the quarter ended September 30, 2023, compared to the first half of 2023.
  • In September and October 2023, Shield completed an equity financing that raised a total of $6.2 million.

About SWK Holdings Corporation

SWK Holdings Corporation is a life science focused specialty finance company partnering with small- and mid-sized commercial-stage healthcare companies. SWK provides non-dilutive financing to fuel the development and commercialization of lifesaving and life-enhancing medical technologies and products. SWK’s unique financing structures provide flexible financing solutions at an attractive cost of capital to create long-term value for all SWK stakeholders. SWK’s solutions include structured debt, traditional royalty monetization, synthetic royalty transactions, and asset purchases typically ranging in size from $5.0 million to $25.0 million. SWK also owns Enteris BioPharma, a clinical development and manufacturing organization providing development services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect SWK’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption "Risk Factors" and elsewhere in SWK’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors which, individually or in the aggregate, could cause the Company’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

For more information, please contact:

Tiberend Strategic Advisors, Inc.
Daniel Kontoh-Boateng (Investors)
dboateng@tiberend.com
Eric Reiss (Media)
ereiss@tiberend.com

SOURCE: SWK Holdings Corporation

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RF Industries Reports Fourth Quarter and Fiscal Year 2023 Financial Results

SAN DIEGO, CA / ACCESSWIRE / January 23, 2024 / RF Industries, Ltd, (NASDAQ:RFIL), a national manufacturer and marketer of interconnect products and systems, today announced fourth quarter and fiscal year 2023 financial results for the year ended October 31, 2023.

Fourth Quarter Fiscal 2023 Highlights and Operating Results:

  • Net sales were $15.9 million; flat on a sequential basis compared to the prior third fiscal quarter of 2023 and a decrease of 31% year-over-year.
  • Backlog of $16.1 million at year-end on fourth quarter bookings of $14.8 million. As of today, the backlog stands at $16.6 million.
  • Gross profit margin was 28.4% compared to 31.1% in the fourth quarter of fiscal 2022. The 270 basis-point year-over-year decrease in gross margin was primarily attributable to lower sales of higher margin products. Fourth-quarter gross profit margin increased 400 basis points sequentially due to increased sales of higher margin products.
  • Operating loss was $1.1 million, down $1.8 million from the fourth quarter of fiscal 2022, primarily due to lower sales volume and lower contribution from higher margin products, offset by lower operating expenses in the fourth quarter 2023. On a sequential basis, operating loss improved $900,000.
  • Consolidated net loss was $851,000, or $0.08 per diluted share, compared to consolidated net income of $451,000, or $0.04 per diluted share in the fourth quarter of fiscal 2022 and net loss of $1.6 million, or $0.16 per diluted share, in the third quarter of fiscal 2023.
  • Non-GAAP net loss was $68,000, or $0.01 per diluted share, compared to non-GAAP net income of $1.5 million, or $0.15 per diluted share in the fourth quarter of fiscal 2022 and non-GAAP net loss of $784,000, or $0.08 per diluted share in the third quarter of fiscal 2023.
  • Adjusted EBITDA loss was $108,000, down from $1.9 million in the fourth quarter fiscal 2022, and an improvement from a loss of $940,000 in the third quarter of fiscal 2023.

Fiscal 2023 Highlights and Operating Results:

  • Net sales decreased 15% year-over-year to $72.2 million.
    • Sales of Microlab products contributed $17.4 million for the 12-month period.
  • Gross profit margin was 27.1%, compared to 28.8% for fiscal 2022. The decrease in gross margin primarily reflected the lower sales and contribution from higher margin products.
  • Operating loss was $3.8 million, compared to an operating income of $2.2 million in fiscal 2022. The decrease in operating income was primarily attributable to the lower sales and gross margin.
  • Adjusted EBITDA was $460,000, down from $6.6 million in the prior-year period.
  • Cash and cash equivalents at year end were $4.9 million.
  • Inventory decreased 11% as the company mitigated inventory risk due to lower cap ex from Tier 1 carriers.

See "Note Regarding Use of Non-GAAP Financial Measures," "Unaudited Reconciliation of GAAP to non-GAAP Net Income" and "Unaudited Reconciliation of Net Income to Adjusted EBITDA" below for additional information.

Management Commentary

"Our fiscal 2023 financial results reflected the challenging environment of Tier 1 wireless and telecom companies reducing their capital spend during the year. That said, we are pleased that in Q4, we saw a 400-basis point uptick in our gross profit margin from Q3 even though revenue remained relatively flat sequentially. Improvements in gross margin are a direct result of our cost-cutting and efficiency initiatives as well as a better mix of higher margin products in the quarter. While we don’t expect the current environment to radically improve in the near term, we are seeing some encouraging signs," said Robert Dawson, President and Chief Executive Officer of RF Industries.

"Our backlog stands at a healthy $16.6 million as of today and we are engaged in several meaningful discussions for larger projects deploying our new higher-margin, higher-value products like DAC thermal cooling and small cell shrouds. Winning a handful of these projects would have a big impact on our financial performance, especially with our reduced cost structure.

"It has been a six-year journey to transform a 40-year-old business from a manufacturer and supplier of core cabling, interconnect products lines to a technology leader offering next-generation solutions across a broad array of key products for communications and industrial applications. This strategically positions RF Industries to fulfill a higher percentage of customers’ bills of material, command higher margins and diversify our customer base.

"Heading into 2024, given our expected additional operating efficiencies and expenditure reductions and the ability to increase revenues, we are well-positioned to enter a new phase of solid organic growth. We will also continue to manage our working capital to solidify our liquidity, cash position, and overall capital structure. While our first quarter is seasonally our most challenging, I am excited and optimistic about our opportunity to deliver the margin expansion and cash flow throughout the year that will create long-term value for our shareholders," concluded Dawson.

Conference Call and Webcast

RF Industries will host a conference call and live webcast today, January 23, 2024, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal 2023 fourth quarter and full year financial results. To access the live call, dial 888-506-0062 (US and Canada) or 973-528-0011 (International) and give the participant access code 913670.

A live and archived webcast of the conference call will be accessible on the investor relations section of the Company’s website at www.rfindustries.com. In addition, a phone replay will be available beginning approximately two hours after conclusion of the call and will remain available for two weeks. To access the phone replay, dial 877-481-4010 (US and Canada) or 919-882-2331 (International). The replay access code is 49517.

About RF Industries

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets, including wireless/wireline telecom, data communications and industrial. The Company’s products include high-performance components used in commercial applications such as RF connectors and adapters, RF passives including dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in New York, Connecticut, Rhode Island and New Jersey. Please visit the RF Industries website at www.rfindustries.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to future events. Forward looking statements include, among others, statements concerning our expectations about profitability, revenues, industry trends, markets and demand for our products, and the expected benefits and desirability of our products, in each case which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: the Company’s cash and liquidity needs, ability to continue as a going concern, non-compliance with terms and covenants in our credit facility, changes in the telecommunications industry and materialization and timing of expected network buildouts; timing and breadth of new products; our ability to realize increased sales; successfully integrating new products and teams; our ability to execute on its go-to-market strategies and channel models; our reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S. and foreign nations; our ability to expand our OEM relationships; our ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; our ability to maintain strong margins and diversify our customer base; our ability to initiate operating efficiencies, cost savings and expense reductions; our ability to address the changing needs of the market and capitalize on new market opportunities; our ability to add value to our customer’s needs; the success of any product launches; and our ability to increase revenue, gross margins or obtain profitability in a timely manner. Further discussion of these and other potential risks and uncertainties may be found in the Company’s public filings with the Securities and Exchange Commission (www.sec.gov) including our Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

Note Regarding Use of Non-GAAP Financial Measures

To supplement our unaudited condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation, amortization (Adjusted EBITDA), non-GAAP net income, non-GAAP net loss and non-GAAP earnings per share, basic and diluted (non-GAAP EPS).

We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance by excluding certain non-cash and other one-time expenses that we believe are not indicative of our operating results.

In computing Adjusted EBITDA, non-GAAP net income, non-GAAP net loss and non-GAAP EPS, we exclude stock-based compensation expense, which represents non-cash charges for the fair value of stock options and other non-cash awards granted to employees, non-cash and other lease charges, and severance. For Adjusted EBITDA, we also exclude depreciation, amortization, interest expense and provision for income taxes. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash operating expenses, we believe that providing non-GAAP financial measures that exclude non-cash expense and non-recurring costs and expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision-making and for evaluating our own core business operating results over different periods of time.

Our Adjusted EBITDA, non-GAAP net income, non-GAAP net loss and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Our Adjusted EBITDA, non-GAAP net income, non-GAAP net loss and non-GAAP EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to operating or net income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be a substitute for, or superior to, the information provided by GAAP financial results. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with the Company’s consolidated financial statements pre-pared in accordance with GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

Note Regarding Use of Non-GAAP Financial Measures

To supplement our condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation, amortization (Adjusted EBITDA), non-GAAP net income and non-GAAP earnings per share, basic and diluted (non-GAAP EPS). We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance.

In computing Adjusted EBITDA, non-GAAP net income, and non-GAAP EPS, we exclude stock-based compensation expense, which represents non-cash charges for the fair value of stock options and other non-cash awards granted to employees, acquisition related costs and expenses, and severance. For Adjusted EBITDA we also exclude depreciation, amortization, interest expense and provision for income taxes. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash operating expenses, we believe that providing non-GAAP financial measures that exclude non-cash expense and non-recurring costs and expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision-making and for evaluating our own core business operating results over different periods of time.

Our Adjusted EBITDA, non-GAAP net income, and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Our Adjusted EBITDA, non-GAAP Net income, and non-GAAP EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to operating or net income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

RF Industries Contact:

Peter Yin
SVP and CFO
(858) 549-6340
rfi@rfindustries.com

IR Contact:

Margaret Boyce
Financial Profiles, Inc.
(310) 622-8247
RFIL@finprofiles.com

# # #

RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

Oct. 31, Oct. 31,
2023 2022
ASSETS
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents
$ 4,897 $ 4,532
Trade accounts receivable, net
10,277 14,812
Inventories
18,730 21,054
Other current assets
2,136 5,849
TOTAL CURRENT ASSETS
36,040 46,247
Property and equipment, net
4,924 3,173
Operating right of use asset, net
15,689 13,480
Goodwill
8,085 8,085
Amortizable intangible assets, net
13,595 15,296
Non-amortizable intangible assets
1,174 1,174
Deferred tax assets
2,494 1,816
Other assets
277 295
TOTAL ASSETS
$ 82,278 $ 89,566
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses
$ 7,773 $ 14,466
Line of Credit
1,000
Current portion of Term Loan
2,424 2,424
Current portion of operating lease liabilities
1,314 1,887
Income taxes payable
759
TOTAL CURRENT LIABILITIES
12,511 19,536
Operating lease liabilities
19,284 15,025
Term Loan, net of debt issuance cost
10,721 13,136
TOTAL LIABILITIES
42,516 47,697
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, authorized 20,000,000 shares of $0.01 par value;
10,343,223 shares issued and 10,193,287 outstanding at
October 31, 2023 and 2022, respectively
104 102
Additional paid-in capital
26,087 25,118
Retained earnings
13,571 16,649
TOTAL STOCKHOLDERS’ EQUITY
39,762 41,869
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 82,278 $ 89,566

RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)

Three Months Ended Fiscal Year Ended
October 31, October 31,
2023 2022 2023 2022
(unaudited) (unaudited) (unaudited) (audited)
Net sales
$ 15,874 $ 22,989 $ 72,168 $ 85,254
Cost of sales
11,368 15,852 52,631 60,705
Gross profit
4,506 7,137 19,537 24,549
Operating expenses:
Engineering
616 812 3,151 2,913
Selling and general
4,997 5,610 20,183 19,448
Total operating expenses
5,613 6,422 23,334 22,361
Operating (loss) income
(1,107 ) 715 (3,797 ) 2,188
Other expense
(110 ) (321 ) (453 ) (601 )
(Loss) Income before (benefit) provision for income taxes
(1,217 ) 394 (4,250 ) 1,587
(Benefit) provision for income taxes
(366 ) (57 ) (1,172 ) 139
Consolidated net (loss) income
$ (851 ) $ 451 $ (3,078 ) $ 1,448
Earnings per share – Basic
$ (0.08 ) $ 0.04 $ (0.30 ) $ 0.14
Earnings per share – Diluted
$ (0.08 ) $ 0.04 $ (0.30 ) $ 0.14
Weighted average shares outstanding:
Basic
10,330,325 10,178,081 10,283,449 10,120,254
Diluted
10,330,325 10,272,287 10,283,449 10,242,417

RF INDUSTRIES, LTD. AND SUBSIDIARIES
Unaudited Reconciliation of GAAP to Non-GAAP Net Income
(In thousands, except share and per share amounts)

Three Months Ended Fiscal Year Ended
October 31, October 31,
2023 2022 2023 2022
Consolidated net (loss) income
$ (851 ) $ 451 $ (3,078 ) $ 1,448
Stock-based compensation expense
211 191 898 689
Acquisition-related and other one-time charges
150 440 851 2,017
Severance
75 45
Amortization expense
422 432 1,701 1,282
Non-GAAP net (loss) income
$ (68 ) $ 1,514 $ 447 $ 5,481
Non-GAAP earnings per share:
Basic
$ (0.01 ) $ 0.15 $ 0.04 $ 0.54
Diluted
$ (0.01 ) $ 0.15 $ 0.04 $ 0.54
Weighted average shares outstanding
Basic
10,330,325 10,178,081 10,283,449 10,120,254
Diluted
10,330,325 10,272,287 10,283,449 10,242,417

RF INDUSTRIES, LTD. AND SUBSIDIARIES
Unaudited Reconciliation of Net Income to Adjusted EBITDA
(In thousands)

Three Months Ended Fiscal Year Ended
October 31, October 31,
2023 2022 2023 2022
Consolidated net (loss) income
$ (851 ) $ 451 $ (3,078 ) $ 1,448
Stock-based compensation expense
211 191 898 689
Acquisition-related and other one-time charges
150 440 851 2,017
Severance
75 45
Amortization expense
422 432 1,701 1,282
Depreciation expense
216 104 732 408
Other expense
110 321 453 601
(Benefit) provision for income taxes
(366 ) (57 ) (1,172 ) 139
Adjusted EBITDA
$ (108 ) $ 1,882 $ 460 $ 6,629

SOURCE: RF Industries, Ltd.

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Building A Secure Future: Y.I Escrow Fortifies Escrow Transactions Against Modern-Day Threats

SYDNEY, AUSTRALIA / ACCESSWIRE / January 23, 2024 / In an era dominated by digital transactions, Y.I Escrow, a prominent Australian funds management business, is taking pioneering steps to enhance the security and integrity of escrow transactions. As the leading independent provider of Responsible Entity, Trustee, Corporate Trust, Custody, Fund Administration, and Registry Services, Y.I Escrow is committed to ensuring a safer and more reliable environment for its clients.

Y.I Escrow: A Trusted Name in Funds Management
Y.I Escrow has carved a niche as a leading independent Australian funds management business, specializing in responsible entity, trustee, corporate trustee, custodian services, and fund administration services. With a focus on professional fiduciary and administration services, the company operates multiple licensed entities to act as responsible entities and trustees for both registered and unregistered managed investment schemes.

Comprehensive Fiduciary Solutions
As a testament to its commitment to comprehensive fiduciary solutions, Y.I Escrow’s subsidiaries are uniquely positioned to cater to the diverse needs of investment managers. The company offers a complete outsourcing solution or personalized and cost-effective single services. Whether dealing with boutique fund managers or established global players, Y.I Escrow’s team possesses the practical expertise to provide services that align with the client’s strategic objectives.

Aiden Hamilton on Fortifying Escrow Transactions
Aiden Hamilton, Compliance Officer at Y.I Escrow shares insights into the company’s latest initiative to fortify escrow transactions: "In the ever-evolving landscape of online transactions, the security of escrow processes is paramount. Y.I Escrow recognizes the importance of staying ahead of modern-day threats and has implemented cutting-edge security measures to ensure a secure and reliable escrow experience for our clients."

Addressing Modern-Day Threats
Y.I Escrow has bolstered its security measures to counteract modern-day threats effectively. The company now employs robust encryption protocols, multi-factor authentication, and continuous monitoring of transaction activities. These enhancements are designed to mitigate risks associated with cyber threats, including phishing, identity theft, and other malicious activities.

Clientele and Global Reach
Y.I Escrow’s clientele includes Australian and global listed companies, sovereign wealth funds, banks, insurance companies, pension funds, private equity firms, and boutique managers. The company’s commitment to excellence has positioned it as a trusted partner for entities seeking reliable and secure funds management services.

About Y.I Escrow:
Y.I Escrow is Australia’s leading independent funds management business, offering Responsible Entity, Trustee, Corporate Trust, Custody, Fund Administration, and Registry Services. With a focus on security, transparency, and efficiency, Y.I Escrow serves a diverse clientele, including global entities, as a trusted partner in funds management.

For further information on Y.I Escrow’s comprehensive services and enhanced security measures, please visit https://yiescrow.com/.

Contact details

  1. Website link: https://yiescrow.com/
  2. Name of company: Y.I Escrow
  3. Contact person: Aiden Hamilton (Compliance officer)
  4. Country: Australia
  5. City: Sydney
  6. Email: compliance@yiescrow.com

SOURCE: Y.I Escrow

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Community Bancorp. Reports Fourth Quarter and Full Year 2023 Financial Results, Generates Continued Strong Growth in Loans Leading to Increased Total Assets

DERBY, VT / ACCESSWIRE / January 23, 2024 / Community Bancorp., (OTCQX:CMTV) Community National Bank reported earnings for the fourth quarter ended December 31, 2023, of $3.5 million or $0.64 per share, a decrease of $1.2 million or 24.85% compared to $4.7 million or $0.86 per share for the fourth quarter of 2022, as significantly higher interest rates affected the Bank’s operations. Full year earnings for 2023 were $13.4 million or $2.43 per share, compared to $13.7 million or $2.53 per share for the prior year period, a decrease of $308 thousand or 2.24%. On a per share basis, earnings declined 25.58% in the 2023 fourth quarter compared to the prior year period; on an annual basis, earnings per share decreased slightly, 3.95% year over year, reflecting the impact of strong balance sheet management.

Total assets for the Company at December 31, 2023, were $1.10 billion, an increase of 4.10% compared to $1.06 billion at year-end 2022. The year over year balance sheet growth in 2023 was driven by an increase in loans of $96.9 million, or 12.94%, offset by a decrease in cash of $50.7 million or 71.28%.

Total net interest income for the fourth quarter ended December 31, 2023, of $9 million decreased $328 thousand, or 3.53% compared to the prior year quarter, but grew $1.1 million, or 3.40% to $34.2 million for the full year. The year over year improvement reflects an increase of $9.3 million, or 28.46%, in the interest and fees on loans due to higher interest rates, offset by an increase in interest on deposits expense of $6.1 million or 191.60%

The provision for credit losses for the fourth quarter ended December 31, 2023, was $672 thousand, compared to a negative $347 thousand for the same period in 2022. For the year ended December 31, 2023, the provision for credit losses was $1.48 million, compared to $978 thousand in the full year 2022, with the $502 thousand year over year increase driven primarily by the previously disclosed write-down on a single non-performing loan, which was paid off and partially recovered in December 2022.

Total non-interest income for the fourth quarter ended December 31, 2023, increased $75 thousand, or 4.22%, compared to the same period in 2022, and rose $532 thousand, or 8.01%, for the full-year 2023 compared to 2022. Total non-interest expenses increased $373 thousand, or 6.61%, from the fourth quarter of 2022, and grew $1.7 million, or 7.78%, for the full-year 2023 compared to 2022.

Equity capital increased to $89 million, with a book value per share of $15.87 as of December 31, 2023, compared to $75.2 million and a book value of $13.55 as of December 31, 2022. The growth reflects the decrease of unrealized losses in the investment portfolio, consistent with declining bond rates, which caused an increase in fair market value of the investment portfolio.

President and CEO Kathryn Austin commented on the Company’s results: "We finished 2023 with exceptionally strong results, demonstrating continued year over year growth in assets and loans, despite a challenging economic environment with rising interest rates. Our loan growth, particularly, contrasts with overall sector declines and demonstrates our enduring relationships with customers, and we look forward to maintaining this momentum in 2024. These results also reflect the continued strength of our team and the sustained demand for the financial products and services we provide in our markets throughout Vermont and New Hampshire. We are grateful for our committed employees and their dedication to our growing customer base."

As previously announced, the Company declared a quarterly cash dividend of $0.23 per share payable February 1, 2024, to shareholders of record as of January 15, 2024.

About Community National Bank
Community National Bank is an independent bank that has been serving its communities since 1851, with retail banking offices located in Derby, Derby Line, Island Pond, Barton, Newport, Troy,
St. Johnsbury, Montpelier, Barre, Lyndonville, Morrisville and Enosburg Falls as well as loan offices located in Burlington, Vermont and Lebanon, New Hampshire.

Forward Looking Statements
This press release contains forward-looking statements, including, without limitation, statements about the Company’s financial condition, capital status, dividend payment practices, business outlook and affairs. Although these statements are based on management’s current expectations and estimates, actual conditions, results, and events may differ materially from those contemplated by such forward-looking statements, as they could be influenced by numerous factors which are unpredictable and outside the Company’s control. Factors that may cause actual results to differ materially from such statements include, among others, the following: (1) general economic or monetary conditions, either nationally or regionally, continue to decline, resulting in a deterioration in credit quality or diminished demand for the Company’s products and services; (2) changes in laws or government rules, or the way in which courts interpret those laws or rules, adversely affect the financial industry generally or the Company’s business in particular, or may impose additional costs and regulatory requirements; (3) interest rates change in such a way as to reduce the Company’s interest margins and its funding sources; and (4) competitive pressures increase among financial services providers in the Company’s northern New England market area or in the financial services industry generally, including pressures from nonbank financial service providers, from increasing consolidation and integration of financial service providers and from changes in technology and delivery systems, and other factors that are listed from time to time in our financial filings with the SEC, including our Forms 10Q and 10K. We disclaim any responsibility to update our forward looking statements, which are valid only as of the date of this release, should circumstances change.

For more information, contact:
Investor Relations
ir@communitynationalbank.com

SOURCE: Community Bancorp. Inc Vermont

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