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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): May 15, 2023

 

OMNIQ CORP.

(Exact name of registrant as specified in charter)

 

Delaware   001-40768   20-3454263

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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 (see General Instruction A.2. below):

 

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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   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 May 15, 2023, OmniQ Corp. (the “Company”), issued a press release (the “Press Release”) to announce the Company’s financial results for the first quarter ended March 31, 2023, and provided an overview of recent operational highlights. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
99.1   Press Release dated May 15, 2023
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 
 

 

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: May 15, 2023

 

  OMNIQ CORP.
   
  By: /s/ Shai Lustgarten
    Shai Lustgarten
    President and CEO

 

 

 

Exhibit 99.1

 

OMNIQ ANNOUNCES RECORD Q1 2023 REVENUE OF $27.8 MILLION AND INCREASED AI BASED REVENUE BY 88%

 

SALT LAKE CITY, May 15th, 2023 (GLOBE NEWSWIRE) — OMNIQ Corp.

(NASDAQ: OMQS) (“OMNIQ” or “the Company”), a provider of Artificial Intelligence (AI) and

IoT – based solutions announces record Q1 2023 revenue of $27.8M.

 

  Record Revenue of $27.8 Million a 6% YoY increase, 11% sequential increase over Q4 2022
     
  Gross Profit of $5.7 Million vs $6.1 Million in Q1 2022, and vs $4 Million in Q4 2022
     
  AI Machine Vision Revenue increased by 88% following a 100% in Q4 2022 driven by strong customer demand across Public Safety and Automation of Parking
     
  OMNIQ’s Q Shield, AI based safe city solution has contracted 3 new cities in Q1 2023 and has expanded its pipeline into new states.
     
  Cash of $3.2 Million vs. $1.3 Million in December 31st, 2022.

 

Additional Q1 2023 and recent events:

 

  Purchase orders for its AI based parking and security solution for 4 Additional airports in Texas and California
  Q Shield AI based Machine Vision Safe City System added 3 new cities in GA and IO
  Awarded multiyear supply contract from “Clalit” Israel’s’ largest health organization, to produce, supply, and install Self-Service Patient Management Kiosks with an estimated value of $3m
  Current (Q2)

 

  Purchase order for its AI based Border and Public Safety System with unique feature of Real Time Anomaly Detection deployed in sensitive areas in the Middle East
  CEO featured on Wall Street Resource Webcast
  Q Shield AI based Machine Vision System adds Gun Shot Detection technology

 

“Our team’s focused efforts lead to another strong quarter resulting in record-breaking revenues of $27.8 million,” said Shai Lustgarten, CEO of OmniQ. “Importantly, we saw a significant rebound in margins from Q4 2022 to Q1 2023 of 21.8% vs 16%, a trend which we feel confident will continue. Each of our verticals experienced strong growth, with our AI sector seeing a sales increase of 88% following last quarter’s 100% increase. Our AI margins continue to improve, as a result of strong execution and driven by our proprietary parking and security solution.

 

“In addition, our Safe City division has seen a dramatic increase in demand from both our currently deployed states as well as expansion into new states. Our overall growth came from a wide group of customers and variety of sectors including safe city, supply chain, parking, hospitals, restaurant and retail. This diversity continues to not only solidify our growth plans, it also shows once again that our technology has demand and success from multiple large verticals who depend on our technology and services to improve their day-to-day operations.

 

“We are pleased to report that our company has maintained a strong momentum, and we look forward to Q2 and beyond. Our growth strategy is yielding positive results as we take proactive measures to increase efficiency and drive profitability.

 

I express my sincere gratitude to our dedicated employees for their hard work, innovative thinking, and unwavering commitment to excellence. It is through their collective efforts that we have become the preferred supplier for some of the most demanding customers in the world. I would also like to extend a special thanks to our valued investors and partners for their continued support, which enables us to pursue our growth strategy with confidence.”

 

 

 

 

First Quarter 2023 Financial Results

 

OMNIQ reported revenue of $27.8 million for the quarter ended March 31, 2023, an increase of 6% from $26.3 million in the first quarter of 2022. Our Gross Margin in the first quarter was 20.5% compared to the first quarter of 2022 which had gross margin of 23.3%. Total operating expenses for the quarter were $7.7 million, compared with $7.5 million in the first quarter of 2022.

 

Net loss for the quarter was $3.5 million, or a loss of $0.45 per basic share, compared with a loss of $2.6 million, or a loss of $0.34 per basic share, for the first quarter of last year.

 

Adjusted EBITDA (adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) for the first quarter of 2023 amounted to a loss of $0.7 million compared with an adjusted EBITDA loss of $0.2 million in the first quarter of 2022.

 

Cash balance at December 31, 2022 was approximately $3.2 million compared with $1.3 million at December 31, 2022

 

Earnings Call Details

 

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

 

Event Date: May 16th 2023- 11:00 AM Eastern Time

 

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 296041

Event Link: Webcast URL: https://www.webcaster4.com/Webcast/Page/2310/48435

 

Replay Number:

 

Toll Free: 888-506-0062

International: 973-528-0011

Replay Passcode: 48435

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 $29 billion by 2022, and the Ticketless Safe Parking market, forecast to grow to $5.2 billion by 2023. 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.

 

[email protected]

 

 

 

 

OMNIQ CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As of 
(In thousands, except share and per share data)  March 31, 2023   December 31, 2022 
   (UNAUDITED)     
ASSETS          
Current assets          
Cash and cash equivalents  $3,230   $1,311 
Accounts receivable, net   25,649    23,893 
Inventory   8,885    8,726 
Prepaid expenses   1,632    1,268 
Other current assets   729    473 
Total current assets   40,125    35,671 
           
Property and equipment, net of accumulated depreciation of $1,030 and $1,030 respectively   1,361    1,086 
Goodwill   16,483    16,542 
Trade name, net of accumulated amortization of $6,283 and $4,458, respectively   1,670    1,826 
Customer relationships, net of accumulated amortization of $11,001 and $10,762, respectively   4,604    4,967 
Other intangibles, net of accumulated amortization of $2,216 and $1,541, respectively   621    675 
Right of use lease asset   1,986    2,300 
Other assets   1,620    1,744 
Total Assets  $68,470   $64,811 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $58,216   $54,736 
Line of credit   5,225    1,971 
Accrued payroll and sales tax   2,637    2,633 
Notes payable, related parties – current portion   195    293 
Notes payable – current portion   10,843    11,572 
Lease liability – current portion   890    942 
Other current liabilities   1,733    1,394 
Total current liabilities   79,739    73,541 
           
Long term liabilities          
Accrued interest and accrued liabilities, related party   72    72 
Notes payable, less current portion   44    55 
Lease liability   1,141    1,404 
Other long-term liabilities   314    265 
Total liabilities   81,310    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 shares issued and outstanding, respectively   1    1 
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,884,878 and 7,714,780 shares issued and outstanding, respectively.   8    8 
Additional paid-in capital   74,458    73,714 
Accumulated deficit   (87,975)   (84,460)
Cumulative Translation Adjustment   668    211 
Total OmniQ stockholders’ deficit   (12,840)   (10,526)
           
Total liabilities and deficit  $68,470   $64,811 

 

The accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

 

 

 

 

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   For the Three months ended 
   March 31, 
(In thousands, except share and per share data)  2023   2022 
Revenues          
Total Revenues  $27,821   $26,322 
           
Cost of goods sold          
Cost of goods sold   22,099    20,194 
           
Gross profit   5,722    6,128 
           
Operating expenses          
Research & Development   423    523 
Selling, general and administrative   6,766    6,476 
Depreciation   108    93 
Amortization   436    445 
Total operating expenses   7,733    7,537 
           
Loss from operations   (2,011)   (1,409)
           
Other income (expenses):          
Interest expense   (938)   (812)
Other (expenses) income   (751)   (264)
Total other expenses   (1,689)   (1,076)
           
Net Loss Before Income Taxes   (3,700)   (2,485)
           
Provision for Income Taxes          
Current   193    (84)
Total Provision for Income Taxes   193    (84)
           
Net Loss   (3,507)   (2,569)
Net income attributable to noncontrolling interest   -    67 
Net Loss attributable to OmniQ Corp  $(3,507)  $(2,636)
           
Net Loss  $(3,507)  $(2,569)
Foreign currency translation adjustment   457    (10)
Comprehensive loss  $(3,050)  $(2,579)
Reconciliation of net loss to net loss attributable to common shareholders          
Net loss  $(3,507)  $(2,569)
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp   (8)   (48)
Net income attributable to noncontrolling interest   -    67 
Net loss attributable to common stockholders’ of OmniQ Corp  $(3,515)  $(2,684)
Net loss per share - basic attributable to common stockholders’ of OmniQ Corp  $(0.45)  $(0.34)
           
Weighted average number of common shares outstanding - basic   7,749,870    7,511,376 

 

 

 

 

OMNIQ Corp.

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

 

   Three Months ended 
(In thousands)  March 31, 
Adjusted EBITDA Calculation  2023   2022 
         
Net loss   (3,507)   (2,569)
Depreciation & amortization   544    538 
Interest expense   938    811 
Income taxes   (193)   84 
Stock compensation   516    457 
Nonrecurring loss events   790    491 
Adjusted EBITDA   (912)   (188)
           
Total revenues, net   27,822    26,322 
           
Adjusted EBITDA as a % of total revenues, net   (3)%   (1)%