8-K
Viewbix Inc. (QXL)
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): November 22, 2022
VIEWBIX
INC.
(Exact Name of Registrant as Specified in its Charter)
Commission
File No.: 000-15746
| Delaware | 68-0080601 |
|---|---|
| (State<br> of Incorporation) | (I.R.S.<br> Employer Identification No.) |
| 11<br> Derech Menachem Begin Street, Ramat Gan, | 5268104 |
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| (Address<br> of Registrant’s Office) | (ZIP<br> Code) |
Registrant’s
Telephone Number, including area code: +972 9-774-1505
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 |
|---|---|---|
| N/A | N/A | N/A |
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 mark 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. ☐
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Item2.02 Results of Operations and Financial Condition.
On November 22, 2022, Viewbix Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2022. In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”), the Company also discloses non-GAAP EBITDA results, which are adjusted from GAAP to exclude specific items that are generally not indicative of its core operations. The Company is presenting non-GAAP information because the Company believes it is useful for investors in assessing the Company’s operating results. A copy of the release is furnished with this report as an exhibit pursuant to “Item 2.02. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated November 22, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Viewbix Inc. | |
|---|---|
| By: | /s/ Amihay Hadad |
| Name: | Amihay<br> Hadad |
| Title: | Chief<br> Executive Officer |
Date: November 22, 2022
Exhibit99.1
ViewbixReports Third Quarter 2022 Financial Results with a 176% Growth in Revenues Totaling $66 Million
Viewbixreached an operating income of $1.4 million
AmihayHadad, Viewbix, CEO: “We entered the field of digital content through a
purchasethat has proven itself, financially and synergistic and it is our intention to
continuepursue opportunities to leverage our growth”
Ramat Gan, Israel, November 22, 2022 – Viewbix Inc. (OTC: VBIX) (“Viewbix” or the “Company”), a global developer of mar-tech and ad-tech innovative technologies, today announced record financial consolidated results for the third quarter of 2022, ending September 30, 2022. These are the Company’s first reported financial results following its completion of the previously announced transaction with Gix Media Ltd. (“Gix Media”), which resulted in Gix Media becoming a wholly-owned subsidiary of the Company.
The results refer to Gix Media’s consolidated financials for the three and nine months ending September 30, 2022, in comparison to the same period of 2021.
Key highlights for the three and nine mounts ended September 30, 2022, include:
| ● | Revenues for the nine months ended September 30, 2022, reached a record high of $66,115 thousand<br> an increase of 176% compared to the nine-month period ended September 30, 2021. In the three<br> months ended September 30, 2022, revenues amounted to a record of $22,778 thousand, an increase<br> of 182% compared to the three months ended September 30, 2021. |
|---|---|
| ● | EBITDA (Earnings Before Interest, Taxes, Depreciations, Amortizations) for the nine-month period<br> ended September 30, 2022, amounted to $3,458 thousand, an increase of 178% compared to the<br> corresponding period in 2021. For the three-month period ended September 30, 2022, EBITDA<br> amounted to $1,163 thousand, an increase of 268% compared to the corresponding period in<br> 2021. |
| ● | Operating income. Viewbix reached an operating income of $1,407 thousand in the nine months ended<br> September 30, 2022 compared to an operating loss of $44 thousand in the corresponding period<br> in 2021. In the third quarter of 2022 the operating income amounted to $427 thousand compared<br> to an operating loss of $111 thousand in the third quarter of 2021. |
| ● | Net cash from operating activities for the nine-month period ended September 30, 2022 amounted<br> to $2,175 thousand, an increase of 40% compared to the corresponding period in 2021. For<br> the three-month period ended September 30, 2022, net cash from operating activities amounted<br> to $1,577 thousand, an increase of 202% compared to the corresponding period in 2021. |
“We are proud to report our first results as Viewbix. In this period, we managed to present significant growth that demonstrates the strength of Viewbix and the ability to navigate our numerous activities intelligently. We are working diligently to continue the positive trend and are considering entering into additional activities in the fields of advertise and marketing technologies to enable greater growth to provide additional value to our shareholders. In the last year we expanded to the field of digital content through the acquisition of Cortex by Gix Media in October 2021, a purchase that has proven itself, financially and synergistic and it is our intention to continue pursue opportunities to leverage our growth,” said Amihay Hadad, CEO of Viewbix.
ThirdQuarter 2022 Financial Highlights (Including EBITDA Reconciliation):
| U.S.<br> dollars in thousands | For the nine months ended<br> <br>September 30 | For the three months ended<br> <br>September 30 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % | 2022 | 2021 | % | |||||||
| Revenues | 66,115 | 23,874 | 176 | % | 22,778 | 8,079 | 182 | % | ||||
| Operating<br> income (loss) | 1,407 | (44 | ) | 3,298 | % | 427 | (111 | ) | 485 | % | ||
| EBITDA | 3,458 | 1,245 | 178 | % | 1,163 | 316 | 268 | % | ||||
| Adjusted<br> EBITDA | 3,619 | 1,233 | 194 | % | 1,281 | 339 | 278 | % | ||||
| GAAP<br> Net Income (loss) | (30 | ) | 88 | (134 | )% | 71 | 91 | (22 | )% | |||
| Non-<br> GAAP Net Income | 1,954 | 1,365 | 43 | % | 844 | 541 | 56 | % | ||||
| Net<br> Cash from Operations | 2,175 | 1,564 | 40 | % | 1,577 | 522 | 202 | % | ||||
| U.S.<br> dollars in thousands | For the nine months ended<br> <br>September 30 | For the three months ended<br> <br>September 30 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| GAAP<br> Net Income (loss) | (30 | ) | 88 | 71 | 91 | |||||||
| Financial<br> (income) expenses, net | 1,374 | (91 | ) | 301 | (121 | ) | ||||||
| Taxes<br> on income | 63 | (41 | ) | 55 | (81 | ) | ||||||
| Depreciation<br> and amortization | 2,051 | 1,289 | 736 | 427 | ||||||||
| EBITDA | 3,458 | 1,245 | 1,163 | 316 | ||||||||
| Other<br> expenses | 121 | 26 | 86 | 26 | ||||||||
| Share-based<br> compensation, expenses (income) | 40 | (38 | ) | 32 | (3 | ) | ||||||
| Adjusted<br> EBITDA | 3,619 | 1,233 | 1,281 | 339 | ||||||||
| Financial<br> income (expenses), net | (1,374 | ) | 91 | (301 | ) | 121 | ||||||
| Taxes<br> on income | (63 | ) | 41 | (55 | ) | 81 | ||||||
| Deferred<br> tax income in connection with amortization of intangible assets | (228 | ) | - | (81 | ) | - | ||||||
| Non-<br> GAAP Net Income | 1,954 | 1,365 | 844 | 541 |
FinancialComparison for the Third Quarter of 2022
AdjustedEBITDA: Adjusted EBITDA was $1,281 thousands, in the third quarter of 2022, an increase of 278% compared to $339 thousands, in the third quarter of 2021. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.
Non-GAAPNet Income: Non-GAAP net income increased by 56% to $844 thousand, in the third quarter of 2022, compared to $541 thousand, in the third quarter of 2021. A reconciliation of GAAP to non-GAAP net income is included in this press release.
Useof Non-GAAP Measures
Viewbix’s financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and represent earnings as reported to the U.S. Securities and Exchange Commission (the “SEC). Viewbix has provided in this release certain financial information that has not been prepared in accordance with GAAP. Viewbix’s management believes that the non-GAAP EBITDA described in the release, which includes adjustments for specific items that are generally not indicative of our core operations, provides additional information that is useful to investors in understanding Viewbix’s underlying performance, business and performance trends, and helps facilitate period-to-period comparisons and comparisons of its financial measures with other companies in Viewbix’s industry. However, the non-GAAP financial measures that Viewbix uses may differ from measures that other companies may use. Non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation expenses, acquisition related expenses, amortization of acquired intangible assets and the related taxes thereon. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding stock-based compensation expenses, depreciation, acquisition related items consisting of amortization of intangible assets, acquisition related expenses.
AboutViewbix Inc.
Viewbix, through its subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., operates in the field of digital advertising. The Group has two main activities search and digital content. The search develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of acquiring and routing internet user traffic to its customers. The digital content is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its advertisers. Viewbix’s technological tools allow advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their websites.
For more information about Viewbix, visit https://corp.viewbix.com/
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Viewbix’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, Viewbix undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Viewbix is not responsible for the contents of third-party websites.
INVESTORRELATIONS CONTACTS:
Michal Efraty
Investor Relations
+972-(0)52-3044404
michal@efraty.com
VIEWBIXINC
CONDENSEDCONSOLIDATED BALANCE SHEETS (Unaudited)
U.S.dollars in thousands (except share data)
| As<br> of <br> September 30 | As<br> of <br> December 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| ASSETS | ||||
| CURRENT<br> ASSETS | ||||
| Cash<br> and cash equivalents | 3,609 | 5,208 | ||
| Restricted<br> deposits | 223 | 234 | ||
| Accounts<br> receivable | 16,398 | 16,415 | ||
| Loan<br> to parent company | 7,096 | 6,384 | ||
| Other<br> receivables | 814 | 1,004 | ||
| Total<br> current assets | 28,140 | 29,245 | ||
| NON-CURRENT<br> ASSETS | ||||
| Severance<br> pay funds | 73 | 83 | ||
| Deferred<br> taxes | 62 | 133 | ||
| Property<br> and equipment, net | 317 | 334 | ||
| Operating<br> lease right-of-use assets | 505 | 569 | ||
| Intangible<br> assets, net | 15,762 | 8,414 | ||
| Goodwill | 17,615 | 12,483 | ||
| Total<br> non-current assets | 34,334 | 22,016 | ||
| Total<br> assets | 62,474 | 51,261 |
VIEWBIXINC.
CONDENSEDCONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)
U.S.dollars in thousands (except share data)
| As<br> of <br> December 31 | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY | |||||
| CURRENT<br> LIABILITIES | |||||
| Current<br> maturities of long-term loan | 1,500 | 1,500 | |||
| Loan<br> from parent company | 2,527 | 2,116 | |||
| Accounts<br> payable | 16,144 | 16,676 | |||
| Other<br> payables | 1,862 | 1,386 | |||
| Short-term<br> loans | 5,000 | 5,000 | |||
| Operating<br> lease liabilities - short term | 93 | 91 | |||
| Total<br> current liabilities | 27,126 | 26,769 | |||
| NON-CURRENT<br> LIABILITIES | |||||
| Accrued<br> severance pay | 176 | 188 | |||
| Long-term<br> loan | 3,225 | 4,270 | |||
| Operating<br> lease liabilities - long term | 433 | 491 | |||
| Deferred<br> taxes | 1,853 | 1,026 | |||
| Total<br> non-current liabilities | 5,687 | 5,975 | |||
| SHAREHOLDERS’<br> EQUITY | |||||
| Share<br> Capital | |||||
| Common<br> stock of 0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,783,964 shares as of September 30, 2022 and<br> December 31, 2021, respectively (*) | 3 | 3 | |||
| Additional<br> paid-in capital | 27,564 | 16,074 | |||
| Accumulated<br> deficit | (4,043 | ) | (2,366 | ) | |
| Equity<br> attributed to the company’s shareholders | 23,524 | 13,711 | |||
| Non-controlling<br> interests | 6,137 | 4,806 | |||
| Total<br> equity | 29,661 | 18,517 | |||
| Total<br> liabilities and shareholders’ equity | 62,474 | 51,261 |
All values are in US Dollars.
| (*) | Retroactively<br> adjusted to reflect the reverse stock split effected on August 31, 2022, for all periods presented and to reflect the equivalent<br> number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding<br> the Reorganization Transaction. |
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VIEWBIXINC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
U.S.dollars in thousands (except share data)
| For the nine months<br> <br>ended September 30 | For the three months<br> <br>ended September 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | 66,115 | 23,874 | 22,778 | 8,079 | ||||||||
| Costs<br> and Expenses: | ||||||||||||
| Traffic-acquisition<br> and related costs | 56,400 | 19,582 | 19,464 | 6,738 | ||||||||
| Research<br> and development | 2,957 | 1,530 | 987 | 471 | ||||||||
| Selling<br> and marketing | 1,853 | 584 | 628 | 215 | ||||||||
| General<br> and administrative | 1,326 | 907 | 450 | 313 | ||||||||
| Depreciation<br> and amortization | 2,051 | 1,289 | 736 | 427 | ||||||||
| Other<br> expenses | 121 | 26 | 86 | 26 | ||||||||
| Operating<br> income (loss) | 1,407 | (44 | ) | 427 | (111 | ) | ||||||
| Financial<br> income (expenses), net | (1,374 | ) | 91 | (301 | ) | 121 | ||||||
| Income<br> before income taxes | 33 | 47 | 126 | 10 | ||||||||
| Taxes<br> on income | (63 | ) | 41 | (55 | ) | 81 | ||||||
| Net<br> income (loss) | (30 | ) | 88 | 71 | 91 | |||||||
| Net<br> income (loss) for the period is attributable to: | ||||||||||||
| Shareholders | (677 | ) | 88 | (147 | ) | 91 | ||||||
| Non-controlling<br> interests | 647 | - | 218 | - | ||||||||
| Net<br> income (loss) | (30 | ) | 88 | 71 | 91 | |||||||
| Net<br> income (loss) per Share – Basic and Diluted attributed to shareholders: | (0.05 | ) | 0.01 | (0.01 | ) | 0.01 | ||||||
| Weighted<br> average number of shares (*) – Basic: | 14,783,964 | 14,783,964 | 14,783,964 | 14,783,964 | ||||||||
| Weighted<br> average number of shares (*) – Diluted: | 14,783,964 | 15,044,630 | 14,783,964 | 15,044,630 | ||||||||
| (*) | Retroactively<br> adjusted to reflect the reverse stock split effected on August 31, 2022 for all periods presented and to reflect the equivalent number<br> of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization<br> Transaction. | |||||||||||
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