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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 2023
OMNIQ
CORP.
(Exact
name of registrant as specified in charter)
Delaware |
|
001-40768 |
|
20-3454263 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1865
West 2100 South, Salt Lake City, UT 84119
(Address
of Principal Executive Offices) (Zip Code)
(714)
899-4800
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 |
|
OMQS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure
On
August 14, 2023, OmniQ Corp. (the “Company”) issued a press release. A copy of the press release is attached hereto and incorporated
herein by reference in its entirety as Exhibit 99.1.
Item
9.01 Financial statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
August 14, 2023
|
OMNIQ
Corp. |
|
|
|
|
By: |
/s/
Shai S. Lustgarten |
|
|
Shai
S. Lustgarten |
|
|
President
and CEO |
Exhibit
99.1
OMNIQ
ANNOUNCES Q2 2023 REVENUE OF $20.4 MILLION AND INCREASED AI BASED REVENUE BY 91%
SALT
LAKE CITY, August 14th, 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.
ir@omniq.com
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 | |
OMNIQ
Corp.
RECONCILIATION
OF GAAP MEASURES TO NON-GAAP MEASURES
| |
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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