Tag: Technology

TAAL Distributed Information Technologies (TAALF) – Go Private Transaction Approved

Posted on by cpereira@noblefcm.com


Tuesday, December 20, 2022

TAAL Distributed Information Technologies Inc. delivers value-added blockchain services, providing professional-grade, highly scalable blockchain infrastructure and transactional platforms to support businesses building solutions and applications upon the BitcoinSV platform, and developing, operating, and managing distributed computing systems for enterprise users.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Shareholder Approval. Yesterday, TAAL Distributed Information Technologies announced that shareholders voted to approve the previously announced plan of arrangement in which Calvin Ayre, owner of 38.5% of the outstanding common, will indirectly acquire all of the remaining shares at a price of C$1.07 per share, effectively taking the Company private.

Overwhelming Approval. The Transaction required approval by: (i) two-thirds of the votes cast by shareholders (the “Special Resolution”); and (ii) a simple majority of the votes cast by minority shareholders, being all shareholders other than Mr. Ayre, whose votes were required to be excluded pursuant to applicable securities laws (the “Minority Vote”). On the Special Resolution, a total of 27,060,141 common shares were voted in favor of the transaction, representing approximately 97.8% of the votes cast on the Special Resolution. On the Minority Vote, a total of 11,416,835 common shares were voted in favor of the transaction, representing approximately 95.0% of the votes cast by minority shareholders.


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Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Digerati Technologies (DTGI) – A Nice Start To The Year

Posted on by cpereira@noblefcm.com


Tuesday, December 20, 2022

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries, T3 Communications (T3com.com), Nexogy (Nexogy.com), SkyNet Telecom (Skynettelecom.net) and NextLevel Internet (nextlevelinternet.com), the Company is meeting the global needs of small businesses seeking simple, flexible, reliable, and cost effective communication and network solutions including cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Patrick McCann, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Strong fiscal Q1 results. The company reported revenue of $8.1 million and adj. EBITDA of $795,000 a year-over-year increase of 115% and 161%, respectively. Revenue was in line with our estimate of $8 million while adj. EBITDA exceeded our estimate of $0.47 million by 71%, illustrated in Figure #1 Q1 Variance.

Next Level & SkyNet. Management stated that they have successfully integrated SkyNet and Next level internet and that improved margins are a result of the integration. While we were anticipating improved margins from the SkyNet acquisition, the improvement was ahead of expectations. Gross margins in the latest quarter were 64.9% versus our estimate of  60%.


Get the Full Report

Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Digerati Technologies Reports 115% Revenue Growth to $8.1 Million for First Quarter FY2023

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on DTGI

December 16, 2022 09:05 ET | Source: Digerati Technologies

– Non-GAAP Adjusted Operating EBITDA of $1.3 Million –
– Merger with MEOA SPAC Targeted to Close in First Quarter Calendar 2023 –

SAN ANTONIO, Dec. 16, 2022 (GLOBE NEWSWIRE) — Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, announced today financial results for the three months ended October 31, 2022, the Company’s first quarter for its Fiscal Year 2023.

Key Financial Highlights for the First Quarter Fiscal Year 2023 (Ended October 31, 2022)

  • Revenue increased by 115% to $8.1 million compared to $3.8 million for Q1 FY2022.
  • Gross profit increased 131% to $5.3 million compared to $2.3 million for Q1 FY2022.
  • Gross margin increased to 64.9% compared to 60.6% for Q1 FY2022.
  • Non-GAAP Adjusted EBITDA income increased by 161% to $0.8 million, excluding all non-cash items and one-time transactional expenses, compared to $0.3 million for Q1 FY2022.
  • Non-GAAP Adjusted Operating EBITDA (OPCO EBITDA) income increased by 86% to $1.3 million, excluding corporate expenses, non-cash items and one-time transactional expenses, compared to $0.7 million for Q1 FY2022.

Key Business Highlights for the First Quarter Fiscal Year 2023 (Ended October 31, 2022)

  • Announced business combination with Minority Equality Opportunities Acquisition Inc. (MEOA).
  • Appointed Derek Gietzen to President.
  • NextLevel Internet named one of the Fortune top 100 best small & medium workplaces for 2022.

Update on Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc.

The Company and MEOA have made significant progress since the business combination agreement was executed on August 30, 2022. Key accomplishments include:

  • MEOA’s filing of the S-4 registration statement for the business combination on November 30, 2022.
  • Filing by MEOA of its Charter Amendment approved by the shareholders of MEOA on November 29, 2022.

The transaction results in a $105 million enterprise valuation for Digerati and has been approved by the board of directors of both Digerati and MEOA, with an expected closing in the first quarter of CY 2023, subject to shareholder, U.S. Securities and Exchange Commission (“SEC”) and NASDAQ approval.   The S-4 registration statement for the business combination is currently under review by the SEC.

Arthur L. Smith, CEO of Digerati, commented, “We continue to demonstrate successful execution of our acquisition strategy through improved quarterly financial results that included achieving record quarterly profitability in Adjusted EBITDA and Adjusted OPCO EBITDA for the Company’s first quarter in FY2023. We look forward to carrying this financial momentum into subsequent quarters as we work towards closing our merger with MEOA and moving our listing to NASDAQ that we expect will greatly enhance our ability to replicate this success with additional targeted accretive acquisitions in the future.”

Antonio Estrada, CFO of Digerati, stated, “We had a very productive quarter in streamlining our business as we approach the one-year anniversary of closing the acquisitions of SkyNet and Next Level Internet. We successfully integrated the acquired businesses as demonstrated by the improved margins and profitability resulting from operating efficiencies and elimination of redundant costs. We recently closed on a $1.5 million financing which provides us with the capital necessary to close our NASDAQ listing transaction with MEOA that includes fees for extending the SPAC, as well as attorney and audit expenses.”

Three Months ended October 31, 2022 Compared to Three Months ended October 31, 2021

Revenue for the three months ended October 31, 2022 was $8.1 million, an increase of $4.4 million or 115% compared to $3.8 million for the three months ended October 31, 2021. The increase in revenue between periods is primarily attributed to the consolidation of the closed acquisitions of SkyNet Telecom and NextLevel Internet during the period. The total number of customers increased from 2,658 for the three months ended October 31, 2021, to 4,565 customers for the three months ended October 31, 2022.

Gross profit for the three months ended October 31, 2022 was $5.3 million, resulting in a gross margin of 64.9%, compared to $2.3 million and 60.6% for the three months ended October 31, 2021.

Selling, General and Administrative expenses (excluding legal and professional fees) for the three months ended October 31, 2022 increased by $2.4 million, or 133% to $4.1 million compared to $1.8 million for the three months ended October 31, 2021. The increase in SG&A is attributed to the consolidation of the closed acquisitions of SkyNet Telecom and NextLevel Internet, and the absorbed employees responsible for service delivery for the customer base, technical support, sales, customer service and administration.

Operating loss for the three months ended October 31, 2022, was $0.4 million, a decrease of $0.2 million or 31%, compared to $0.6 million for the three months ended October 31, 2021.

Adjusted EBITDA income for the three months ended October 31, 2022, was $0.8 million, an increase of $0.5 million, or 161%, compared to an adjusted EBITDA income of $0.3 million for the three months ended October 31, 2021. In accordance with SEC Regulation G, the non-GAAP measurement of Adjusted EBITDA has been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

Of note were the following non-cash expenses associated with the three months ended October 31, 2022: Company recognition of stock-based compensation and warrant expense of $0.02 million and depreciation and amortization expense of $1.0 million. Gain on derivative instruments was $3.1 million for the three months ended October 31, 2022.

Non-GAAP adjusted operating EBITDA (OPCO EBITDA) for the three months ended October 31, 2022, improved to income of $1.3 million, excluding corporate expenses, an increase of $0.6 million, or 86%, compared to a non-GAAP adjusted operating EBITDA of $0.7 million for the three months ended October 31, 2021.

Net loss for the three months ended October 31, 2022, was $5.0 million, an increase of $7.4 million, as compared to net income of $2.4 million, for the three months ended October 31, 2021. The resulting EPS for the three months ended October 31, 2022, was a loss of ($0.03), as compared to income of $0.01 for the three months ended October 31, 2021.

At October 31, 2022, Digerati had $1.0 million of cash.

Use of Non-GAAP Financial Measurements

The Company believes that EBITDA (earnings before interest, taxes, depreciation and amortization) is useful to investors because it is commonly used in the cloud communications industry to evaluate companies on the basis of operating performance and leverage. Adjusted EBITDA provides an adjusted view of EBITDA that takes into account certain significant non-recurring transactions, if any, such as impairment losses and expenses associated with pending acquisitions, which vary significantly between periods and are not recurring in nature, as well as certain recurring non-cash charges such as changes in fair value of the Company’s derivative liabilities and stock-based compensation. The Company also believes that Adjusted EBITDA provides investors with a measure of the Company’s operational and financial progress that corresponds with the measurements used by management as a basis for allocating resources and making other operating decisions. Although the Company uses Adjusted EBITDA as one of several financial measures to assess its operating performance, its use is limited as it excludes certain significant operating expenses. Non-GAAP operating EBITDA (OPCO EBITDA) is useful to investors because it reflects EBITDA for the core operation of the business excluding corporate expenses, non-cash expenses and transactional expenses. EBITDA, Adjusted EBITDA, and Non-GAAP operating EBITDA are not intended to represent cash flows for the periods presented, nor have they been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with SEC Regulation G, the non-GAAP measurements in this press release have been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries NextLevel Internet (NextLevelinternet.com), T3 Communications (T3com.com), Nexogy (Nexogy.com), and SkyNet Telecom (Skynettelecom.net), the Company is meeting the global needs of small businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including, cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™. 

About Minority Equality Opportunities Acquisition Inc.

Minority Equality Opportunities Acquisition Inc. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with companies that are minority owned, led or founded.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Information and Where to Find It

As mentioned above, the parties have filed a registration statement on Form S-4 with the SEC (the “Registration Statement”), which includes a preliminary proxy statement for MEOA and Digerati shareholders and also serves as a prospectus related to offers and sales of the securities of the combined entity. MEOA will also file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of MEOA and Digerati, seeking required stockholder approval. Before making any voting or investment decision, investors and security holders of MEOA and Digerati are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

In addition, the documents filed with the SEC may be obtained from MEOA’s website at https://www.meoaus.com.

Participants in the Solicitation

MEOA, Digerati and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Digerati’s stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Digerati’s directors and officers in MEOA’s filings with the SEC, including the Registration Statement filed with the SEC by MEOA, which includes the proxy statement of Digerati for the Business Combination. Free copies of these documents may be obtained as described above.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of MEOA or Digerati’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MEOA and/or Digerati. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by MEOA’s public shareholders; NASDAQ’s approval of MEOA’s initial listing application; changes in the assumptions underlying Digerati’s expectations regarding its future business; the effects of competition on Digerati’s future business; and the outcome of judicial proceedings to which Digerati is, or may become a party.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Digerati and MEOA presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. Digerati and MEOA anticipate that subsequent events and developments will cause these assessments to change. However, while Digerati and/or MEOA may elect to update these forward-looking statements at some point in the future, each of Digerati and MEOA specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Digerati’s or MEOA (or their respective affiliates’) assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

ClearThink
Brian Loper
bloper@clearthink.capital
(602) 785-4120

Comtech Telecommunications (CMTL) – Transformation Delivering Results; Raising PT to $16

Posted on by cpereira@noblefcm.com


Tuesday, December 13, 2022

Comtech Telecommunications Corp. engages in the design, development, production, and marketing of products, systems, and services for advanced communications solutions in the United States and internationally. It operates in three segments: Telecommunications Transmission, Mobile Data Communications, and RF Microwave Amplifiers. The Telecommunications Transmission segment provides satellite earth station equipment and systems, over-the-horizon microwave systems, and forward error correction technology, which are used in various commercial and government applications, including backhaul of wireless and cellular traffic, broadcasting (including HDTV), IP-based communications traffic, long distance telephony, and secure defense applications. The Mobile Data Communications segment provides mobile satellite transceivers, and computers and satellite earth station network gateways and associated installation, training, and maintenance services; supplies and operates satellite packet data networks, including arranging and providing satellite capacity; and offers microsatellites and related components. The RF Microwave Amplifiers segment designs, develops, manufactures, and markets satellite earth station traveling wave tube amplifiers (TWTA) and broadband amplifiers. Its amplifiers are used in broadcast and broadband satellite communication; defense applications, such as telecommunications systems and electronic warfare systems; and commercial applications comprising oncology treatment systems, as well as to amplify signals carrying voice, video, or data for air-to-satellite-to-ground communications. The company serves satellite systems integrators, wireless and other communication service providers, broadcasters, defense contractors, military, governments, and oil companies. Comtech markets its products through independent representatives and value-added resellers. The company was founded in 1967 and is headquartered in Melville, New York.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

1Q23 Results. Revenue of $131.1 million was up 3.3% sequentially and is the fourth consecutive quarter of growth. Y-o-Y revenue was down 12.2%. We were at $128.3 million. Adjusted EBITDA totaled $10.7 million, nearly double the $5.5 million in 1Q22. We were at $10.2 million. Driven by CEO transition costs, Comtech reported a net loss of $12.8 million, or a loss of $0.46 per share, compared to a net loss of $11.2 million, or $0.43 per share last year. We had forecast a net loss of $3.2 million, or a loss of $0.12 per share.

Making Progress. The transformation of the business into One Comtech is taking root. Key Performance Indicators for the quarter were above expectations. The Senior management team has been restructured and the Company is positioned for growth, in our view. 


Get the Full Report

Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Digerati Technologies Provides Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc.

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on DTGI

SAN ANTONIO, TX (GlobeNewswire) – December 8, 2022 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, is pleased to provide an update to its previously announced signing of a definitive business combination agreement with Minority Equality Opportunities Acquisition Inc. (NASDAQ: MEOA) (“MEOA”).

The Company and MEOA have made significant progress since the business combination agreement was executed on August 30, 2022. Key accomplishments include:

  • MEOA’s filing of the S-4 registration statement for the business combination on November 30, 2022.
  • Filing by MEOA of its Charter Amendment approved by the shareholders of MEOA on November 29, 2022.

The transaction results in a $105 million enterprise valuation for Digerati and has been approved by the boards of directors of both of Digerati and MEOA, with an expected closing in the first quarter of CY 2023, subject to shareholder, U.S. Securities and Exchange Commission (“SEC”) and Nasdaq approval. The S-4 registration statement for the business combination is currently under review by the SEC. For further information on the transaction and related filings, please visit the links below.

Minority Equality Opportunities Acquisition Inc. (MEOA) S-4:

Minority Equality Opportunities Acquisition Inc. (MEOA) 8K (Related to the Charter Amendment):

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries NextLevel Internet (NextLevelinternet.com) T3 Communications (T3com.com), Nexogy (Nexogy.com), and SkyNet Telecom (Skynettelecom.net), the Company is meeting the global needs of small businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including, cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™. 

About Minority Equality Opportunities Acquisition Inc.

Minority Equality Opportunities Acquisition Inc. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with companies that are minority owned, led or founded.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Information and Where to Find It

This press release is being made in respect of the proposed business combination transaction involving MEOA and Digerati. As mentioned above, the parties have filed a registration statement on Form S-4 with the SEC, which includes a proxy statement for MEOA and Digerati shareholders and also serves as a prospectus related to offers and sales of the securities of the combined entity. MEOA will also file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of MEOA and Digerati, seeking required stockholder approval. Before making any voting or investment decision, investors and security holders of MEOA and Digerati are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

In addition, the documents filed with the SEC may be obtained from MEOA’s website at https://www.meoaus.com.

Participants in the Solicitation

MEOA, Digerati and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders, in favor of the approval of the merger. Information regarding MEOA’s and Digerati’s directors and executive officers and other persons who may be deemed participants in the solicitation may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of MEOA or Digerati’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MEOA and/or Digerati. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by MEOA’s public shareholders; NASDAQ’s approval of MEOA’s initial listing application; changes in the assumptions underlying Digerati’s expectations regarding its future business; the effects of competition on Digerati’s future business; and the outcome of judicial proceedings to which Digerati is, or may become a party.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Digerati and MEOA presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. Digerati and MEOA anticipate that subsequent events and developments will cause these assessments to change. However, while Digerati and/or MEOA may elect to update these forward-looking statements at some point in the future, each of Digerati and MEOA specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Digerati’s or MEOA (or their respective affiliates’) assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

ClearThink
Brian Loper
bloper@clearthink.capital
(347) 413-4234

Blackboxstocks (BLBX) – Gearing Up for Next Year, Lowering Price Target

Posted on by cpereira@noblefcm.com


Wednesday, November 16, 2022

Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/video feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans 42 countries; current subscription fees are $99.97 per month or $959.00 annually. For more information, go to: www.blackboxstocks.com .

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

3Q Results. Revenue for the quarter was $1.22 million, a decrease from last year’s $1.47 million and in-line with our estimate of $1.21 million. The average users were down as well in the quarter, 5,197 compared to 5,535 a year ago and 6,181 in the second quarter. The Company reported a net loss of $1.31 million, or ($0.10) per share, versus a net loss of $505,976 or ($0.05) last year. We estimated a net loss of $1.29 million or ($0.10).

Tough Environment, but a Silver Lining. Continued poor performance in the stock market, along with high inflation and sluggish GDP, has caused the Company to see decreases in overall performance year-over-year. However, the Company will have a Black Friday/Cyber Monday promotion that we believe will attract new users and bring back past users.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Voyager Digital (VYGVQ) – FTX’s Fall Impacts Voyager

Posted on by cpereira@noblefcm.com


Monday, November 14, 2022

Voyager Digital Ltd.’s (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) US subsidiary, Voyager Digital, LLC, is a fast-growing cryptocurrency platform in the United States founded in 2018 to bring choice, transparency, and cost-efficiency to the marketplace. Voyager offers a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. To learn more about the company, please visit https://www.investvoyager.com.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

The Collapse of FTX.  As widely reported, on Friday cryptocurrency exchange FTX filed for Chapter 11 bankruptcy protection in the U.S. Included in the filing is subsidiary FTX US, the entity that had won the auction process for Voyager.

The Old Deal. Recall, back in October, the Bankruptcy Court approved Voyager’s entry into an asset purchase agreement between FTX US and Voyager. FTX US’s bid was valued at approximately $1.422 billion. Voyager’s claims against Three Arrows Capital would have remained with the bankruptcy estate and any recovery on account of the 3AC claims would have been available for additional distribution to Voyager creditors.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

TAAL Distributed Information Technologies (TAALF) – Reports Third Quarter Results

Posted on by cpereira@noblefcm.com


Monday, November 14, 2022

TAAL Distributed Information Technologies Inc. delivers value-added blockchain services, providing professional-grade, highly scalable blockchain infrastructure and transactional platforms to support businesses building solutions and applications upon the BitcoinSV platform, and developing, operating, and managing distributed computing systems for enterprise users.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

3Q 2022 Results. Revenue totaled CAD$4.4 million for the quarter (all figures in CAD), or a decrease from the prior year’s $12.3 million, and is down sequentially from $7.3 million the previous quarter. The decrease from the prior year and quarter is due to the continuation of the macro trend in cryptocurrency with decreasing prices. Net loss for TAAL was $4.9 million, or diluted EPS of ($0.14), compared to net income of $2.1 million last year, or $0.05. We would note TAAL still does not have an auditor so all statements were prepared solely by management.

Continued Challenging Environment. The Company noted the continued volatility of the cryptocurrency prices, including the Company’s main coins, Bitcoin Core (“BTC”), BitcoinSV (“BSV”) and Bitcoin Cash (“BCH”). For BSV, the price of the coin was approximately $67 on September 30, 2022, and is now $52 as of November 10, 2022. 


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

One Stop Systems (OSS) – A Record Revenue Quarter

Posted on by cpereira@noblefcm.com


Friday, November 11, 2022

One Stop Systems, Inc. (OSS) designs and manufactures innovative AI Transportable edge computing modules and systems, including ruggedized servers, compute accelerators, expansion systems, flash storage arrays, and Ion Accelerator™ SAN, NAS, and data recording software for AI workflows. These products are used for AI data set capture, training, and large-scale inference in the defense, oil and gas, mining, autonomous vehicles, and rugged entertainment applications. OSS utilizes the power of PCI Express, the latest GPU accelerators and NVMe storage to build award-winning systems, including many industry firsts, for industrial OEMs and government customers. The company enables AI on the Fly® by bringing AI datacenter performance to ‘the edge,’ especially on mobile platforms, and by addressing the entire AI workflow, from high-speed data acquisition to deep learning, training, and inference. OSS products are available directly or through global distributors. For more information, go to www.onestopsystems.com.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

3Q22 Results. Record quarterly revenue of $18.8 million, up 17.7% y-o-y. Consensus was $18.5 million and we also had forecast $18.5 million. OSS reported GAAP net income of $132,533, or $0.01 per share, compared to $980,696, or $0.05 per share last year. Adjusted EPS was $0.03 in 3Q22, compared to $0.08 per share in 3Q21. We were at $0.02 and $0.04, respectively. Consensus was at $0.04 per share.

AI Transportable Business a Contributor. The AI Transportable business posted solid growth in the quarter, with two AI Transportable clients now in the top 10 of OSS’s clients. The Company won six major programs during the quarter, five of which are in the AI Transportables space. At quarter’s end, OSS had 30 pending awards, 18 of which are in the AI Transportables space.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Digital Direct Holdings’ Orange142 Names Scott Schult to Newly Created Role as Head of Strategy

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on DRCT

November 07, 2022 8:00am EST

Tourism Marketing Leader to Drive Growth for Orange142 & Its Brand Clients

HOUSTON, TX (November 7, 2022) – Direct Digital Holdings, a leading advertising and marketing technology platform, announced today that Scott Schult will be joining Orange142, a demand generation and digital advertising company, in the newly created role of Head of Strategy. Schult will help Orange142’s sales, account management, and marketing teams construct a more strategic approach to client outreach, retention, and production innovation. Schult comes to Orange142 from the Nashville Convention and Visitors Corporation, where he served as Chief Marketing Officer.   

Before leading marketing at the Nashville Convention and Visitors Corporation, Schult worked as Executive Vice President and Chief Marketing Officer for the Myrtle Beach Area Chamber of Commerce. Earlier in his career, he held key roles at the St. Petersburg/Clearwater Area Convention and Visitors Bureau, Primco Capital Management, Sierra Health Services, and Marriott Hotels.

“Scott brings unparalleled experience and innovative thought leadership in the travel and tourism industry, along with years of insights and relationships that will serve us well in helping Orange142 grow marketshare and market our services to a broad reach of industries,” said Mark Walker, CEO, Direct Digital Holdings. 

“Orange142 is a high-performance digital media company that successfully delivers unmatched value and transparency to its clients,” said Schult. “Their solutions are a big win for the travel and tourism brands I know well, as well as for a range of marketers looking for significant ROI from a team that understand the needs of mid-market businesses.” 

Schult holds a B.S. in Hospitality & Tourism Management and an M.S. in Marketing, both from Purdue University.

About Direct Digital Holdings

Direct Digital Holdings (Nasdaq: DRCT), owner of operating companies Colossus SSP, Huddled Masses and Orange 142, brings state-of-the-art sell- and buy-side advertising platforms together under one umbrella company. Direct Digital Holdings’ sell-side platform, Colossus SSP, offers advertisers of all sizes extensive reach within general market and multicultural media properties. The company’s subsidiaries Huddled Masses and Orange142 deliver significant ROI for middle market advertisers by providing data-optimized programmatic solutions at scale for businesses in sectors that range from energy to healthcare to travel to financial services. Direct Digital Holdings’ sell- and buy-side solutions manage approximately 90,000 clients monthly, generating over 100 billion impressions per month across display, CTV, in-app and other media channels. The company has been named a top minority-owned business by The Houston Business Journal.

About Orange142

Part of Direct Digital Holdings, Inc. (Nasdaq: DRCT), Orange142, LLC combines demand-side technology with real-time intelligence and data-driven strategy to support omnichannel marketing. Based in Austin, Texas, Orange142, LLC specializes in driving strong results for mid-market clients in CPG, higher education, government, travel/tourism, and wellness/beauty. For more information, visit www.orange142.com. 

Media Contact:
Laura Goldberg
LBG Public Relations for Direct Digital Holdings
laura@lbgpr.com
+1-347-683-1859

Released November 7, 2022

Information Services Group (III) – Post Call Commentary and Updated Models

Posted on by cpereira@noblefcm.com


Monday, November 07, 2022

ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 700 clients, including more than 75 of the world’s top 100 enterprises, ISG is committed to helping corporations, public sector organizations, and service and technology providers achieve operational excellence and faster growth. The firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,300 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For additional information, visit www.ISG-One.com

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Business Remains on Track. Information Services Group remains on track to post record revenue and adjusted EBITDA. According to management, demand remains strong for digital services, driving a strong profitable mix of products and services, while ISG continues to see an uptick in demand for its cost takeout services given the uncertain economic environment.

Priming the Pump for Additional Growth. ISG added 56 professionals during the quarter, an increase of 3.8%. The new hires are expected to focus on the higher growth digital and recurring revenue opportunities. During the quarter, ISG serviced 625 clients, including 65 new to ISG, both up from the prior year and quarter-over-quarter.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – ISG Acquires Change 4 GrowthRelease

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on III

11/3/2022

Acquisition creates a global powerhouse in change management

STAMFORD, Conn., November 3, 2022 ― Information Services Group (ISG) (Nasdaq: III), a leading global technology research and advisory firm, today announced it has acquired Change 4 Growth, an award-winning company specializing in transformational change for enterprises.

Founded in 2017, Change 4 Growth offers market-leading change solutions and expertise to support large-scale business transformations involving people, process and technology. Last year it was named a top 10 change management company in the U.S. by Manage HR magazine.

“The combination of Change 4 Growth and our existing ISG Enterprise Change business creates a global powerhouse in change management at a time when demand for such services is expected to grow significantly,” said Michael P. Connors, chairman and CEO of ISG. “Enterprises are in a state of continuous transformation, as they adjust to new technologies, new competitors, and ever-changing market forces. To be successful, they need a highly adaptable, change-ready workforce.”

The combined business will go to market as ISG Enterprise Change with capabilities in organizational change management (OCM), communications, training development and delivery, leadership development, mentoring, Diversity, Equity and Inclusion (DEI) programs, executive coaching and culture change.

“Transformational change is a complex journey best undertaken with a strong and knowledgeable partner,” said Beth Thomas, CEO and founder of Change 4 Growth, who has been named partner and co-leader of ISG Enterprise Change. “Together, we will offer unrivalled expertise, methodologies and tools to help our clients build and sustain change-capable organizations. We could not be more excited to be joining ISG and expanding the reach of both firms’ industry-leading solutions.”

Among those solutions is ATLAS™, a transformational change platform developed by Change 4 Growth that provides access to OCM templates and tools for greater efficiency and gives clients real-time visibility via dashboards into the progress and health of their business transformations. ISG Enterprise Change intends to offer this new solution to its clients immediately.

Change 4 Growth and ISG Enterprise Change together have successfully conducted more than 1,000 change management engagements involving more than 5 million employees. The two businesses have served more than 300 clients in industries including retail, automotive, manufacturing, banking and financial services, insurance, utilities and healthcare.

For more information about ISG’s OCM services, visit the ISG website.

About ISG

ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 800 clients, including more than 75 of the world’s top 100 enterprises, ISG is committed to helping corporations, public sector organizations, and service and technology providers achieve operational excellence and faster growth. The firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,300 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com.

Release – Information Services Group Announces Third-Quarter 2022 Results and Acquisition of Change 4 GrowthRelease

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on III

11/3/2022

  • Reports third-quarter GAAP revenues of $69 million, reflecting negative FX impact of $4 million
  • Reports net income of $6 million, GAAP EPS of $0.11 and adjusted EPS of $0.14
  • Reports adjusted EBITDA of $11 million
  • Achieves record year-to-date results: GAAP revenues of $212 million, up 6% in constant currency; net income of $15 million, up 29%; adjusted EBITDA of $32 million, up 12%; GAAP EPS of $0.30, up 30%; adjusted EPS of $0.40, up 18%
  • Returns $7 million to shareholders in the form of share repurchases and dividends in Q3
  • Declares fourth-quarter dividend of $0.04 per share, payable December 19 to record holders as of December 5
  • Acquires Change 4 Growth; bolt-on strengthens enterprise change capabilities
  • Sets fourth-quarter guidance for achieving record full-year revenue and EBITDA performance: revenues between $70 million and $72 million and adjusted EBITDA between $10 million and $11 million

STAMFORD, Conn.–(BUSINESS WIRE)– Information Services Group (ISG) (Nasdaq: III), a leading global technology research and advisory firm, today announced financial results for the third quarter ended September 30, 2022.

“ISG remains on track to deliver record full-year revenue and profitability after another solid operating performance in Q3,” said Michael P. Connors, chairman and CEO. “Despite macroeconomic headwinds, in the third quarter we delivered double-digit growth in recurring revenues, as well as in Europe, on an operating basis. Our product mix of higher-margin digital advisory, research and platform services drove the expansion of our adjusted EBITDA margin to 16 percent, our highest-ever quarterly margin.”

Change 4 Growth Acquisition

ISG said today it has acquired Change 4 Growth, a business specializing in transformational change for enterprises. Founded in 2017, Change 4 Growth offers market-leading change solutions and expertise to support large-scale business transformations involving people, process and technology.

“The combination of Change 4 Growth and our existing ISG Enterprise Change business creates a global powerhouse in change management at a time when demand for such services is expected to grow significantly,” said Connors.

ISG estimates demand for organizational change management (OCM) services will grow at a compound annual rate of more than 15 percent over the next five years, as companies continuously adjust to new technologies, new competitors, and ever-changing market forces.

With the acquisition, Connors noted that ISG adds a new platform solution, ATLAS™, that provides access to OCM templates and tools for greater engagement efficiency and gives clients real-time visibility via dashboards into the progress and health of their business transformations.

Third-Quarter 2022 Results

Reported revenues for the third quarter were $68.8 million, down 3 percent from $71.1 million in the prior year, and up 2 percent in constant currency. Currency translation negatively impacted reported revenues by $4.0 million versus the prior year. Reported revenues were $42.2 million in the Americas, down 2 percent versus the prior year, impacted by the completion of a large Automation engagement; $19.3 million in Europe, down 4 percent versus the prior year on a reported basis and up 13 percent in constant currency, and $7.3 million in Asia Pacific, down 10 percent versus the prior year on a reported basis and down 3 percent in constant currency.

ISG reported third-quarter operating income of $7.4 million, up 2 percent from $7.3 million in the third quarter of 2021. Reported third-quarter net income was $5.6 million, up 26 percent, compared with net income of $4.4 million in the prior year. Fully diluted earnings per share was $0.11, compared with $0.09 per fully diluted share in the prior year. Net income margin (calculated by dividing net income by reported revenues) increased to 8.1 percent, from 6.2 percent in the third quarter of 2021.

Adjusted net income (a non-GAAP measure defined below under “Non-GAAP Financial Measures”) for the third quarter was $7.2 million, or $0.14 per share on a fully diluted basis, compared with adjusted net income of $5.9 million, or $0.12 per share on a fully diluted basis, in the prior year’s third quarter.

Third-quarter adjusted EBITDA (a non-GAAP measure defined below under “Non-GAAP Financial Measures”) was $10.7 million, up 5 percent from the third quarter last year. Adjusted EBITDA margin (a non-GAAP measure calculated by dividing adjusted EBITDA by reported revenues) was 16 percent, up 120 basis points from the prior year.

Nine-Month Year-to-Date Results

Reported revenues for the first nine months were a record $212.1 million, up 2 percent versus the prior-year period, and up 6 percent in constant currency. Currency translation negatively impacted reported revenues for the nine-month period by $9.5 million versus the prior year. Reported revenues were $123.1 million in the Americas, up 1 percent versus the prior year; $66.0 million in Europe, down 1 percent versus the prior year on a reported basis and up 11 percent in constant currency, and $23.0 million in Asia Pacific, up 13 percent versus the prior year on a reported basis and up 20 percent in constant currency.

ISG reported year-to-date operating income of $22.3 million, up 23 percent from $18.1 million in the first nine months of 2021. The firm also reported record year-to-date net income and fully diluted earnings per share of $15.4 million and $0.30, respectively, versus net income of $12.0 million and earnings per share of $0.23 in the prior year. Net income margin (calculated by dividing net income by reported revenues) increased to 7.3 percent, from 5.7 percent in the same period last year.

Adjusted net income (a non-GAAP measure defined below under “Non-GAAP Financial Measures”) for the first nine months was $20.4 million, or $0.40 per share on a fully diluted basis, compared with adjusted net income of $17.7 million, or $0.34 per share on a fully diluted basis, in the prior-year period.

Year-to-date adjusted EBITDA (a non-GAAP measure defined below under “Non-GAAP Financial Measures”) reached a record $32.1 million, up 12 percent from same period last year. Adjusted EBITDA margin (a non-GAAP measure calculated by dividing adjusted EBITDA by reported revenues) was 15 percent, up more than 140 basis points from the prior year.

Other Financial and Operating Highlights

The firm’s cash balance totaled $19.7 million at September 30, 2022, down from $31.5 million at June 30, 2022. During the third quarter, ISG repurchased $4.8 million of shares, paid dividends of $2.0 million, paid $1.0 million in a final earnout associated with the 2020 Neuralify acquisition, and paid down $1.1 million of debt. As of September 30, 2022, ISG had $71.3 million in debt outstanding, compared with $75.6 million at the end of the third quarter last year. At 1.7 times, the firm’s gross-debt-to-adjusted-EBITDA ratio (a non-GAAP measure calculated by dividing outstanding debt by adjusted EBITDA) was at a record low as of September 30, 2022.

2022 Fourth-Quarter Revenue and Adjusted EBITDA Guidance

“Based on achieving our fourth-quarter guidance, ISG will deliver record revenues and profitability for the full year,” said Connors. “For the fourth quarter, ISG is targeting revenues of between $70 million and $72 million and adjusted EBITDA of between $10 million and $11 million. We will continue to monitor the macroeconomic environment, including the impact of FX, inflation and other factors, and adjust our business plans accordingly.”

Quarterly Dividend

The ISG Board of Directors declared a fourth-quarter dividend of $0.04 per share, payable on December 19, 2022, to shareholders of record on December 5, 2022.

Conference Call

ISG has scheduled a call for 9 a.m., U.S. Eastern Time, Friday, November 4, 2022, to discuss the company’s third-quarter results. The call can be accessed by dialing 1-833-927-1758; or, for international callers, by dialing +1 929-526-1599. The access code is 121223. A recording of the conference call will be accessible on ISG’s website (www.isg-one.com) for approximately four weeks following the call.

Forward-Looking Statements

This communication contains “forward-looking statements” which represent the current expectations and beliefs of management of ISG concerning future events and their potential effects. Statements contained herein including words such as “anticipate,” “believe,” “contemplate,” “plan,” “estimate,” “target,” “expect,” “intend,” “will,” “continue,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those risks relate to inherent business, economic and competitive uncertainties and contingencies relating to the businesses of ISG and its subsidiaries including without limitation: (1) failure to secure new engagements or loss of important clients; (2) ability to hire and retain enough qualified employees to support operations; (3) ability to maintain or increase billing and utilization rates; (4) management of growth; (5) success of expansion internationally; (6) competition; (7) ability to move the product mix into higher margin businesses; (8) general political and social conditions such as war, political unrest and terrorism; (9) healthcare and benefit cost management; (10) ability to protect ISG and its subsidiaries’ intellectual property or data and the intellectual property or data of others; (11) currency fluctuations and exchange rate adjustments; (12) ability to successfully consummate or integrate strategic acquisitions; (13) outbreaks of diseases, including coronavirus, or similar public health threats or fear of such an event; and (14) engagements may be terminated, delayed or reduced in scope by clients. Certain of these and other applicable risks, cautionary statements and factors that could cause actual results to differ from ISG’s forward-looking statements are included in ISG’s filings with the U.S. Securities and Exchange Commission. ISG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

Non-GAAP Financial Measures

ISG reports all financial information required in accordance with U.S. generally accepted accounting principles (GAAP). In this release, ISG has presented both GAAP financial results as well as non-GAAP information for the three and nine months ended September 30, 2022, and September 30, 2021. ISG believes that evaluating its ongoing operating results will be enhanced if it discloses certain non-GAAP information. These non-GAAP financial measures exclude non-cash and certain other special charges that many investors believe may obscure the user’s overall understanding of ISG’s current financial performance and the Company’s prospects for the future. ISG believes that these non-GAAP measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate the Company’s performance.

ISG provides adjusted EBITDA (defined as net income plus interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, interest accretion associated with contingent consideration, acquisition-related costs, and severance, integration and other expense), adjusted net income (defined as net income plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses, interest accretion associated with contingent consideration, acquisition-related costs, and severance, integration and other expense, on a tax-adjusted basis), adjusted net income per diluted share, adjusted EBITDA margin, gross-debt-to-adjusted-EBITDA ratio and selected financial data on a constant currency basis which are non-GAAP measures that the Company believes provide useful information to both management and investors by excluding certain expenses and financial implications of foreign currency translations, which management believes are not indicative of ISG’s core operations. These non-GAAP measures are used by ISG to evaluate the Company’s business strategies and management’s performance.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP financial measure, excludes the impact of year-over-year fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, thereby facilitating period-to-period comparisons of our business performance and is consistent with how management evaluates the Company’s performance. We calculate constant currency percentages by converting our current and prior-periods local currency financial results using the same point in time exchange rates and then compare the adjusted current and prior period results. This calculation may differ from similarly titled measures used by others and, accordingly, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP, nor should such amounts be considered in isolation.

Management believes this information facilitates comparison of underlying results over time. Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure. Non-GAAP measures are provided as additional information and should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the forward-looking non-GAAP estimates contained herein to the corresponding GAAP measures is not being provided, due to the unreasonable efforts required to prepare it.

About ISG

ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 800 clients, including 75 of the world’s top 100 enterprises, ISG is committed to helping corporations, public sector organizations, and service and technology providers achieve operational excellence and faster growth. The firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,300 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com.

 
Information Services Group, Inc.
Condensed Consolidated Statement of Income and Comprehensive Income
(unaudited)
(in thousands, except per share amounts)
 
 
Three Months Ended September 30,Nine Months Ended September 30,
 2022   2021   2022   2021 
 
Revenues$68,836 $71,095 $212,100 $208,263 
Operating expenses
Direct costs and expenses for advisors 39,786  43,249  125,111  127,412 
Selling, general and administrative 20,334  19,236  60,806  58,768 
Depreciation and amortization 1,286  1,347  3,872  3,962 
Operating income 7,430  7,263  22,311  18,121 
Interest income 37  65  126  196 
Interest expense (824) (538) (1,997) (1,794)
Foreign currency transaction gain (loss) 131  1  248  (2)
 
Income before taxes 6,774  6,791  20,688  16,521 
Income tax provision 1,218  2,370  5,245  4,570 
Net income$5,556 $4,421 $15,443 $11,951 
 
Weighted average shares outstanding:
Basic 47,888  48,751  48,191  48,521 
Diluted 49,844  51,510  50,637  51,713 
 
Earnings per share:
Basic$0.12 $0.09 $0.32 $0.25 
Diluted$0.11 $0.09 $0.30 $0.23 
 
Information Services Group, Inc.
Reconciliation from GAAP to Non-GAAP
(unaudited)
(in thousands, except per share amounts)
 
 
 
Three Months Ended September 30,Nine Months Ended September 30,
 2022  2021  2022  2021 
 
Net income$5,556 $4,421 $15,443 $11,951 
Plus:
Interest expense (net of interest income) 787  473  1,871  1,598 
Income taxes 1,218  2,370  5,245  4,570 
Depreciation and amortization 1,286  1,347  3,872  3,962 
Interest accretion associated with contingent consideration –  47  8  113 
Acquisition-related costs (1) 25  18  41  (14)
Severance, integration and other expense 8  41  458  1,341 
Foreign currency transaction (gain) loss (131) (1) (248) 2 
Non-cash stock compensation 1,987  1,499  5,432  5,075 
Adjusted EBITDA$10,736 $10,215 $32,122 $28,598 
 
Net income$5,556 $4,421 $15,443 $11,951 
Plus:
Non-cash stock compensation 1,987  1,499  5,432  5,075 
Intangible amortization 525  643  1,580  2,001 
Interest accretion associated with contingent consideration –  47  8  113 
Acquisition-related costs (1) 25  18  41  (14)
Severance, integration and other expense 8  41  458  1,341 
Foreign currency transaction (gain) loss (131) (1) (248) 2 
Tax effect (2) (772) (719) (2,327) (2,726)
Adjusted net income$7,198 $5,949 $20,387 $17,743 
 
Weighted average shares outstanding:
Basic 47,888  48,751  48,191  48,521 
Diluted 49,844  51,510  50,637  51,713 
 
Adjusted earnings per share:
Basic$0.15 $0.12 $0.42 $0.37 
Diluted$0.14 $0.12 $0.40 $0.34 
 
(1)Consists of expenses from acquisition-related costs and non-cash fair value adjustments on pre-acquisition contract liabilities.
(2)Marginal tax rate of 32%, reflecting U.S. federal income tax rate of 21% plus 11% attributable to U.S. states and foreign jurisdictions.
 
Information Services Group, Inc.
Selected Financial Data
Constant Currency Comparison
 
Three MonthsThree Months
Three MonthsConstantEndedThree MonthsConstantEnded
EndedcurrencySeptember 30, 2022EndedcurrencySeptember 30, 2021
September 30, 2022impactAdjustedSeptember 30, 2021impactAdjusted
Revenue$68,836$3,843$72,679$71,095$(165)$70,930
Operating income$7,430$353$7,783$7,263$(36)$7,227
Adjusted EBITDA$10,736$399$11,135$10,215$(44)$10,171
 
Nine MonthsNine Months
Nine MonthsConstantEndedNine MonthsConstantEnded
EndedcurrencySeptember 30, 2022EndedcurrencySeptember 30, 2021
September 30, 2022impactAdjustedSeptember 30, 2021impactAdjusted
Revenue$212,100$7,745$219,845$208,263$(1,714)$206,549
Operating income$22,311$973$23,284$18,121$(701)$17,420
Adjusted EBITDA$32,122$1,080$33,202$28,598$(724)$27,874

Source: Information Services Group, Inc.