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IAS Reports Second Quarter 2024 Financial Results

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Total revenue increased 14% to $129.0 million

Net income of $7.7 million at a 6% margin; adjusted EBITDA increased to $46.2 million at a 36% margin 

Raises full year financial guidance on positive second quarter results and strong second half outlook

NEW YORK, Aug. 1, 2024 /PRNewswire/ — Integral Ad Science (Nasdaq: IAS), a leading global media measurement and optimization platform, today announced financial results for the second quarter ended June 30, 2024.

“We are excited to report double-digit revenue growth in all of our businesses in the second quarter reflecting strong customer adoption of our leading AI-backed products across formats and channels,” said Lisa Utzschneider, CEO of IAS. “Measurement revenue grew 17% with a 34% increase in social media revenue, optimization revenue increased 11%, and publisher revenue increased 12%. IAS is leading the way with trust, transparency, and innovation to provide actionable results and superior returns for global marketers. We are raising our full year outlook and remain focused on delivering sustainable, profitable growth.”

Second Quarter 2024 Financial Highlights

Total revenue was $129.0 million, a 14% increase compared to $113.7 million in the prior-year period.Optimization revenue was $58.5 million, an 11% increase compared to $52.8 million in the prior-year period.Measurement revenue was $52.7 million, a 17% increase compared to $44.9 million in the prior-year period.Publisher revenue was $17.8 million, a 12% increase compared to $15.9 million in the prior-year period.International revenue, excluding the Americas, was $40.1 million, a 16% increase compared to $34.7 million in the prior-year period, or 31% of total revenue for the second quarter of 2024.Gross profit was $101.9 million, a 13% increase compared to $89.8 million in the prior-year period. Gross profit margin was 79% for the second quarter of 2024.Net income was $7.7 million, or $0.05 per share, unchanged from the prior-year period. Net income margin was 6% for the second quarter of 2024. Net income for the second quarter of 2023 includes $23.5 million of stock-based compensation expense related to return-target options as well as an income tax benefit of $29.1 million in the period.Adjusted EBITDA* increased to $46.2 million, a 24% increase compared to $37.4 million in the prior-year period. Adjusted EBITDA* margin was 36% for the second quarter of 2024.Cash and cash equivalents were $70.6 million at June 30, 2024.

Recent Business Highlights

YouTube Brand Safety and Suitability Measurement Expansion – In June, IAS expanded its brand safety and suitability measurement product for YouTube to include reporting for Performance Max and Demand Gen campaigns on Google Ads.Reddit Partnership – In June, IAS announced a partnership with Reddit to provide advertisers with the confidence to scale their campaigns across Reddit through IAS’s AI-driven Total Media Quality (TMQ) product suite.Pinterest Partnership – In June, IAS announced a partnership with Pinterest to provide global advertisers with greater transparency into campaigns across Pinterest’s in-app feed through IAS’s AI-driven Total Media Quality (TMQ) brand safety product.Amazon Expanded Global Measurement – In May, IAS launched its expanded reporting and insights for Amazon DSP media buys. Through a server-to-server (S2S) integration on Amazon DSP, advertisers will now have access to measurement coverage for campaigns across Amazon custom audiences and Twitch inventory. IAS’s solutions available to advertisers in Amazon DSP include viewability, invalid traffic (IVT), and brand safety and suitability.Lunio Partnership – In June, IAS teamed up with Lunio in a first-to-market partnership to provide post-click measurement and protection across search, social, and display networks. The partnership builds on IAS’s existing ad fraud detection and mitigation capabilities, giving marketers the most comprehensive invalid traffic (IVT) protection in the industry.Sincera Partnership – In June, IAS and Sincera announced a multi-year, strategic partnership to enhance AI-driven measurement and optimization solutions to drive omnichannel media quality. The partnership provides IAS with unique metadata to enhance media quality and drive unique solutions across channels including the open web, CTV, in-app, and social.Deepfake Detection Availability – In June, IAS announced availability in Beta testing of the industry’s first deepfake measurement offering, enabling advertisers to avoid running adjacent to deepfake content as part of the Global Alliance for Responsible Media (GARM)-defined Brand Safety Floor and Suitability Framework misinformation category.Election Lab Launch – In May, IAS launched the IAS Election Lab which aims to provide strategic guidance and actionable insights for advertisers during the global election season.ISO 27001 Certification – In May, IAS achieved ISO 27001:2022 certification for its Information Security Management System. ISO/IEC 27001 is the global standard for information security management systems.

Financial Outlook

“Our second quarter results further validate our scalable and profitable business model. We are driving top-line growth and investing in strategic growth initiatives while maintaining a strong financial position with an adjusted EBITDA margin of 36%, healthy cash flows, and low debt,” said Tania Secor, CFO of IAS. “We are raising our 2024 outlook based on our second quarter performance and our expectations for increased revenue growth in the second half of the year.”

IAS is introducing the following financial outlook for the third quarter of 2024 and increasing its full year 2024 revenue and adjusted EBITDA outlook:

Third Quarter Ending September 30, 2024:

Total revenue of $137 million to $139 millionAdjusted EBITDA* of $48 million to $50 million

Year Ending December 31, 2024:

Total revenue of $538 million to $544 millionAdjusted EBITDA* of $180 million to $184 million

* See “Supplemental Disclosure Regarding Non-GAAP Financial Information” section herein for an explanation of these measures. IAS is unable to provide a reconciliation for forward-looking guidance of adjusted EBITDA and corresponding margin to net income (loss), the most closely comparable GAAP measures without unreasonable effort, because certain material reconciling items, such as depreciation and amortization, interest expense, income tax expense (benefit) and acquisition, restructuring and integration expenses, cannot be estimated due to factors outside of IAS’s control and could have a material impact on the reported results. However, IAS estimates stock-based compensation expense for the third quarter of 2024 in the range of $16 million to $17 million and for the full year 2024 in the range of $63 million to $65 million.

INTEGRAL AD SCIENCE HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

(IN THOUSANDS, EXCEPT SHARE DATA)

June 30, 2024

December 31, 2023

ASSETS

Current assets:

Cash and cash equivalents

$        70,603

$      124,759

Restricted cash

275

54

Accounts receivable, net

75,233

74,609

Unbilled receivables

45,320

46,548

Prepaid expenses and other current assets

38,251

18,959

Total current assets

229,682

264,929

Property and equipment, net

4,076

3,769

Internal use software, net

47,578

40,301

Intangible assets, net

159,825

178,908

Goodwill

674,350

675,282

Operating lease right-of-use assets

21,223

21,668

Deferred tax asset, net

2,438

2,465

Other long-term assets

4,950

4,402

Total assets

$   1,144,122

$   1,191,724

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$        51,096

$        72,232

Operating lease liability

9,483

9,435

Due to related party

121

Deferred revenue

558

682

Total current liabilities

61,137

82,470

Deferred tax liability, net

16,884

20,367

Long-term debt

93,957

153,725

Operating lease liabilities, non-current

18,397

19,523

Other long-term liabilities

6,171

6,183

Total liabilities

196,546

282,268

Commitments and Contingencies (Note 13)

Stockholders’ Equity

Preferred Stock, $0.001 par value, 50,000,000 shares authorized at June 30, 2024; 0 shares
issued and outstanding at June 30, 2024 and December 31, 2023.

Common Stock, $0.001 par value, 500,000,000 shares authorized, 160,786,740 and
158,757,620 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

161

159

Additional paid-in-capital

934,194

901,259

Accumulated other comprehensive loss

(2,168)

(916)

Retained earnings

15,389

8,954

Total stockholders’ equity

947,576

909,456

Total liabilities and stockholders’ equity

$   1,144,122

$   1,191,724

 

INTEGRAL AD SCIENCE HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2024

2023

2024

2023

Revenue

$       129,005

$       113,651

$       243,535

$       219,743

Operating expenses:

Cost of revenue (excluding depreciation and amortization shown below)

27,094

23,819

53,255

45,501

Sales and marketing

29,572

31,702

61,397

57,962

Technology and development

17,487

21,110

35,465

36,639

General and administrative

24,679

42,339

46,059

63,062

Depreciation and amortization

15,709

13,521

30,789

26,346

Foreign exchange loss (gain), net

315

(631)

1,884

(1,147)

Total operating expenses

114,856

131,860

228,849

228,363

Operating income (loss)

14,149

(18,209)

14,686

(8,620)

Interest expense, net

(1,536)

(3,221)

(3,462)

(6,638)

Net income (loss) before income taxes

12,613

(21,430)

11,224

(15,258)

(Provision) benefit for income taxes

(4,923)

29,107

(4,789)

26,081

Net income

$           7,690

$           7,677

$           6,435

$         10,823

Net income per share – basic and diluted

$             0.05

$             0.05

$             0.04

$             0.07

Weighted average shares outstanding:

Basic

160,502,795

155,425,264

159,954,926

155,267,531

Diluted

163,748,596

162,634,310

164,198,233

160,850,434

Other comprehensive income:

Foreign currency translation adjustments

(193)

(221)

(1,252)

928

Total comprehensive income

$           7,497

$           7,456

$           5,183

$         11,751

 

Stock-Based Compensation 

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(IN THOUSANDS)

2024

2023

2024

2023

Cost of revenue

$               82

$             126

$             206

$             210

Sales and marketing

3,435

8,258

9,173

12,145

Technology and development

4,799

7,362

9,198

10,532

General and administrative

6,688

24,689

12,165

28,854

Total stock-based compensation

$         15,004

$        40,4351

$         30,742

$         51,741

1

1

During the three and six months ended June 30, 2023, with the filing of a “shelf” registration statement on Form S-3, the market condition and the implied performance condition relating to the Return-Target Options were deemed to be probable and the Company recognized $23.5 million of stock-based compensation expense for such options in both the three and six months ended June 30, 2023. This is broken out as follows; $2.1 million of sales and marketing expense, $2.6 million of technology and development expense and $18.8 million of general and administrative expense.

 

INTEGRAL AD SCIENCE HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three Months Ended June 30, 2024

Common Stock

(IN THOUSANDS, EXCEPT SHARES)

Shares

Amount

Additional

paid-in

capital

Accumulated
other
comprehensive
loss

Retained
earnings

Total

stockholders’

equity

Balance, March 31, 2024

159,761,454

$               160

$       919,192

$          (1,975)

$            7,699

$       925,076

RSUs and MSUs vested

1,025,286

1

1

Stock-based compensation

15,002

15,002

Foreign currency translation adjustment

(193)

(193)

Net income

7,690

7,690

Balance, June 30, 2024

160,786,740

$               161

$       934,194

$          (2,168)

$         15,389

$       947,576

Six Months Ended June 30, 2024

Common Stock

(IN THOUSANDS, EXCEPT SHARES)

Shares

Amount

Additional

paid-in

capital

Accumulated
other
comprehensive
loss

Retained
earnings

Total

stockholders’

equity

Balance, December 31, 2023

158,757,620

$               159

$       901,259

$             (916)

$            8,954

$       909,456

RSUs and MSUs vested

1,831,832

2

2

Option exercises

44,049

313

313

ESPP purchase

153,239

1,895

1,895

Stock-based compensation

30,727

30,727

Foreign currency translation adjustment

(1,252)

(1,252)

Net income

6,435

6,435

Balance, June 30, 2024

160,786,740

$               161

$       934,194

$          (2,168)

$         15,389

$       947,576

Three Months Ended June 30, 2023

Common Stock

(IN THOUSANDS, EXCEPT SHARES)

Shares

Amount

Additional

paid-in

capital

Accumulated
other
comprehensive
loss

Retained
earnings

Total

stockholders’

equity

Balance, March 31, 2023

154,811,980

$               154

$       824,498

$          (1,750)

$            4,862

$       827,764

RSUs and MSUs vested

1,218,542

2

2

Option exercises

248,553

2,878

2,878

Stock-based compensation

40,114

40,114

Foreign currency translation adjustment

(221)

(221)

Net income

7,677

7,677

Balance, June 30, 2023

156,279,075

$               156

$       867,490

$          (1,971)

$         12,539

$       878,214

Six Months Ended June 30, 2023

Common Stock

(IN THOUSANDS, EXCEPT SHARES)

Shares

Amount

Additional

paid-in

capital

Accumulated
other
comprehensive
loss

Retained
earnings

Total

stockholders’

equity

Balance, December 31, 2022

153,990,128

$               154

$       810,186

$          (2,899)

$               775

$       808,216

RSUs and MSUs vested

1,590,282

2

2

Option exercises

587,502

4,993

4,993

ESPP purchase

111,163

882

882

Stock-based compensation

51,429

51,429

Foreign currency translation adjustment

928

928

Adoption of ASC 326, net of tax

941

941

Net income

10,823

10,823

Balance, June 30, 2023

156,279,075

$               156

$       867,490

$          (1,971)

$         12,539

$       878,214

 

 

INTEGRAL AD SCIENCE HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)  

Six Months Ended June 30,

(IN THOUSANDS)

2024

2023

Cash flows from operating activities:

Net income

$              6,435

$            10,823

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

30,789

26,346

Stock-based compensation

30,742

51,741

Foreign currency loss (gain), net

1,564

(1,239)

Deferred tax benefit

(3,456)

(37,535)

Amortization of debt issuance costs

232

232

Allowance for credit losses

745

1,254

Changes in operating assets and liabilities:

Increase in accounts receivable

(2,070)

(4,483)

Decrease in unbilled receivables

998

2,272

(Increase) decrease in prepaid expenses and other current assets

(19,548)

12,619

(Increase) decrease in operating leases, net

(618)

25

(Increase) decrease in other long-term assets

(557)

4

Decrease in accounts payable and accrued expenses and other long-term liabilities

(20,221)

(10,225)

(Decrease) increase in deferred revenue

(111)

350

Decrease in due to/from related party

(122)

(118)

Net cash provided by operating activities

24,802

52,066

Cash flows from investing activities:

Purchase of property and equipment

(1,323)

(1,810)

Development of internal use software and other

(18,836)

(14,928)

Net cash used in investing activities

(20,159)

(16,738)

Cash flows from financing activities:

Proceeds from the Revolver

75,000

Repayment of long-term debt

(60,000)

(105,000)

Proceeds from exercise of stock options

313

4,993

Cash received from Employee Stock Purchase Program

2,213

1,409

Net cash used in financing activities

(57,474)

(23,598)

Net (decrease) increase in cash, cash equivalents, and restricted cash

(52,831)

11,730

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(1,084)

(142)

Cash, cash equivalents and restricted cash at beginning of period

127,290

89,671

Cash, cash equivalents, and restricted cash, at end of period

$            73,375

$          101,259

Supplemental Disclosures:

Net cash paid during the period for:

Interest

$              3,614

$              5,862

Taxes

$            19,925

$              5,609

Non-cash investing and financing activities:

Property and equipment acquired included in accounts payable

$                 108

$                 140

Internal use software acquired included in accounts payable

$                 661

$              1,159

Lease liabilities arising from right of use assets

$              5,278

$              3,902

 

Supplemental Disclosure Regarding Non-GAAP Financial Information

We use supplemental measures of our performance, which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. Adjusted EBITDA is the primary financial performance measure used by management to evaluate our business and monitor ongoing results of operations. Adjusted EBITDA is defined as income before depreciation and amortization, stock-based compensation, interest expense, income taxes, acquisition, restructuring and integration costs, foreign exchange gain, net, asset impairments, and other one-time, non-recurring costs. Adjusted EBITDA margin represents the adjusted EBITDA for the applicable period divided by the revenue for that period presented in accordance with GAAP.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our shareholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Although we believe these measures are useful to investors and analysts for the same reasons they are useful to management, as discussed below, these measures are not a substitute for, or superior to, U.S. GAAP financial measures or disclosures. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Reconciliations of historical adjusted EBITDA to its most directly comparable GAAP financial measure, net income/loss, are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Reconciliation of Adjusted EBITDA

Three Months Ended June 30,

Six Months Ended June 30,

(IN THOUSANDS, EXCEPT PERCENTAGES)

2024

2023

2024

2023

Net income

$         7,690

$         7,677

$         6,435

$      10,823

Depreciation and amortization

15,709

13,521

30,789

26,346

Stock-based compensation

15,004

40,435

30,742

51,741

Interest expense, net

1,536

3,221

3,462

6,638

Provision (benefit) for income taxes

4,923

(29,107)

4,789

(26,081)

Acquisition, restructuring and integration costs

1,048

809

1,174

1,621

Foreign exchange loss (gain), net

315

(631)

1,884

(1,147)

Asset impairments and other costs

1,469

1,506

Adjusted EBITDA

$       46,225

$       37,394

$       79,275

$      71,447

Revenue

$     129,005

$     113,651

$     243,535

$    219,743

Net income margin

6 %

7 %

3 %

5 %

Adjusted EBITDA margin

36 %

33 %

33 %

33 %

 

Conference Call and Webcast Information
IAS will host a conference call and live webcast to discuss its second quarter 2024 financial results today at 5:00 p.m. ET. To access the live webcast and conference call dial-in, please register under the “News & Events” section of IAS’s investor relations website. A replay will be available on IAS’s investor relations website following the live call: https://investors.integralads.com

About Integral Ad Science
Integral Ad Science (IAS) is a leading global media measurement and optimization platform that delivers the industry’s most actionable data to drive superior results for the world’s largest advertisers, publishers, and media platforms. IAS’s software provides comprehensive and enriched data that ensures ads are seen by real people in safe and suitable environments, while improving return on ad spend for advertisers and yield for publishers. Our mission is to be the global benchmark for trust and transparency in digital media quality. For more information, visit integralads.com.

Forward-Looking Statements
This earnings press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, including guidance, and business, including pipeline and industry trends. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results or our plans and objectives for future operations, growth initiatives or strategies, including pursuing business from Oracle or other competitors are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: (i) the adverse effect on our business, operating results, financial condition, and prospects from various macroeconomic factors, including instability in geopolitical or market conditions; (ii) our failure to innovate or make the right investment decisions; (iii) our ability to provide digital or cross-platform analytics; (iv) our failure to maintain or achieve industry accreditation standards; (v) our dependence on integrations with advertising platforms, demand side providers (“DSPs”) and proprietary platforms that we do not control; (vi) our ability to compete successfully with our current or future competitors in an intensely competitive market, including with respect to the Oracle opportunity; (vii) our inability to use software licensed from third parties; (viii) our international expansion; (ix) our ability to expand into new channels; (x) our ability to sustain our profitability and revenue growth rate; (xi) risks that our customers do not pay or choose to dispute their invoices; (xii) risks of material changes to revenue share agreements with certain DSPs; (xiii) our dependence on the overall demand for advertising; (xiv) our ability to effectively manage our growth; (xv) the impact that any acquisitions we have completed in the past and may consummate in the future, strategic investments, or alliances may have on our business, financial condition, and results of operations; (xvi) our ability to successfully execute our international plans; (xvii) the risks associated with the seasonality of our market; (xviii) our ability to maintain high impression volumes; (xix) the difficulty in evaluating our future prospects given our short operating history; (xx) uncertainty in how the market for buying digital advertising verification solutions will evolve; (xxi) interruption by man-made problems such as terrorism, computer viruses, or social disruptions; (xxii) the risk of failures in the systems and infrastructure supporting our solutions and operations; (xxiii) our ability to avoid operational, technical, and performance issues with our platform; (xxiv) risks associated with any unauthorized access to user, customer, or inventory and third-party provider data; (xxv) our ability to provide the non-proprietary technology, software, products, and services that we use; (xxvi) the risk that we are sued by third parties for alleged infringement, misappropriation, or other violation of their proprietary rights; (xxvii) our ability to obtain, maintain, protect, or enforce intellectual property and proprietary rights that are important to our business; (xxviii) our involvement in lawsuits to protect or enforce our intellectual property; (xxix) risks that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers; (xxx) risks that our trademarks and trade names are not adequately protected; (xxxi) the impact of unforeseen changes to privacy and data protection laws and regulation on digital advertising; (xxxii) our ability to maintain our corporate culture; (xxxiii) public health outbreaks, epidemics, pandemics, or other public health crises; (xxxiv) risks posed by earthquakes, fires, floods, and other natural catastrophic events; (xxxv) the risk that a perceived failure to comply with laws and industry self-regulation may damage our reputation; and (xxxvi) other factors disclosed in our filings with the SEC. Given these factors, as well as other variables that may affect our operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, or use historical trends to anticipate results or trends in future periods.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to update or revise any forward- looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Investor Contact:
Jonathan Schaffer
ir@integralads.com 

Media Contact:
press@integralads.com 

 

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SOURCE Integral Ad Science, Inc.

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W. Edmund Clark, C.M. to Complete Service on Thomson Reuters’ Board of Directors at AGM

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TORONTO, Dec. 23, 2024 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, and The Woodbridge Company Limited (“Woodbridge“), Thomson Reuters’ principal shareholder, today announced that after 10 years as a director, W. Edmund Clark, C.M. would complete his service on the Thomson Reuters board (the “Board”) at Thomson Reuters’ upcoming annual meeting of shareholders to be held in 2025 (the “AGM”). Mr. Clark has served on the Board as a representative of Woodbridge since 2015 and has actively contributed to the Board and the organization including through chairing the Human Resources Committee and serving on the Corporate Governance Committee. 

Woodbridge and Thomson Reuters are currently working to identify two suitable director candidates to serve as representatives of Woodbridge who are intended to be nominated for election to the Board at the AGM.

“Ed is a phenomenal director and individual who has made his mark on Thomson Reuters”, said Steve Hasker, President and CEO, Thomson Reuters. “With his passion for AI, talent and customer centricity, he has been instrumental to our growth and success and, on a personal note, he has been a trusted advisor and friend to me.”

Early Warning Disclosure

This press release is being issued by Woodbridge pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which requires a report to be filed under Thomson Reuters’ profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. Thomson Reuters’ head office address is 19 Duncan St., Toronto, Ontario, M5H 3H1, Canada.

Woodbridge and Thomson Investments Limited (“TIL”), a holding company of Woodbridge, have filed on SEDAR+ an amended early warning report in compliance with NI 62-103 to disclose changes in certain material facts relating to their ownership of common shares of Thomson Reuters (“Common Shares”) as a result of Mr. Clark’s pending retirement.

TIL is the beneficial owner of 313,465,179 Common Shares, representing approximately 69.7% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,508,139 Common Shares, representing approximately 66.8% of the outstanding Common Shares.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.com or contact The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada, Attention: Stephanie Rogoza (srogoza@woodbridge.com), 416.364.8700.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) (“TR”) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Woodbridge

The Woodbridge Company Limited is the primary investment vehicle for the Thomson family of Canada. It has a number of investments, including a majority stake in Thomson Reuters, listed on the Toronto and New York stock exchanges.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, statements relating to Mr. Clark’s pending completion of service on the Board and Woodbridge’s and Thomson Reuters’ expectations regarding the identification of replacement director candidates, are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Woodbridge and Thomson Reuters believe that they have a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). Thomson Reuters annual and quarterly reports are also available in the “Investor Relations” section of tr.com.

Except as may be required by applicable law, Woodbridge and Thomson Reuters disclaim any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

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SOURCE Thomson Reuters

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Advancements to Educate About Innovations in Optimized Shipping Software

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Discover how developments in digital shipping software technologies are providing businesses with freedom, flexibility, visibility, and control.

JUPITER, Fla., Dec. 23, 2024 /PRNewswire/ — Advancements with Ted Danson will focus on how recent breakthroughs in software are helping to optimize efficiency and get packages out the door faster and easier.

This segment will educate about the imperative role that shipping plays in business today. Audiences will learn how companies of all sizes often face unprecedented challenges and opportunities in today’s fast-paced and ever-evolving shipping landscape. Discover how factors like fluctuating shipping rates, seasonal fees, and delivery service changes, along with a business’s carrier mix, calls for more agile, adaptable, and forward-thinking strategies to help companies thrive in these shifting conditions.

Hear how shipping software is helping to reduce the complexity of shipping and mailing as Advancements educates about the secure SaaS Shipping 360 platform from Pitney Bowes. The show will share how its suite of applications works seamlessly together to provide complete visibility and control of shipping, mailing, and receiving operations, enabling enterprises to make the right decisions to reduce expenses and streamline operations.

“The priorities in shipping have shifted—predictability, visibility, and reliability are now as critical as speed. Businesses and consumers need to know that a package will get from point A to point B with clear oversight and control,” said Shemin Nurmohamed, President of Sending Technology Solutions at Pitney Bowes. “With our multi-carrier shipping technology, we provide the tools to eliminate disruptions, access multiple carriers seamlessly, and use data-driven insights to automate smarter shipping decisions, delivering peace of mind for senders and recipients alike.”

Viewers will see how from outbound and inbound shipping and mailing to receiving and distribution, the platform provides full control across the entire enterprise. With advanced analytics to make operations smarter than ever, discover how the intuitive dashboard provides a full view of shipping, mailing, tracking, and receiving, while the integrated platform offers improved security to provide businesses with confidence that they’re protecting information against cyberthreats.

“We look forward to sharing how the secure digital platform helps organizations take command of shipping and mailing ecosystems, providing top-down control, improving processes, and reducing costs across users and working locations,” said Richard Lubin, senior producer for the Advancements series.”

About Pitney Bowes:
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For more information, visit Pitney Bowes at www.pitneybowes.com.

About Advancements:
Advancements is an information-based educational television series that explores recent developments taking place across several industries and economies. With a focus on some of the major innovations responsible for global progress today, the award-winning series goes behind-the-scenes to discover and share how technology and innovation continue to drive the world forward.

Advancements shines a light on several important issues and topics, while featuring an array of cutting-edge improvements, state-of-the-art technologies, and groundbreaking environmental and sustainable solutions. Its team of writers, directors, and producers remain dedicated to consistently producing commercial-free, educational programming for viewers and networks.

For more information, please visit www.AdvancementsTV.com or call 866-496-4065.

Media Contact:
Advancements
Sarah McBrayer,
Creative Director
866-496-4065 x802
sarah@dmgproductions.com

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SOURCE Advancements

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Payfare Enters into Definitive Agreement to be Acquired by Fiserv

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TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.

The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.

“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”

“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”

Transaction Details

The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.

The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.

The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.

The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.

Unanimous Board Approval

The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:

Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;

Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;

Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;

Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;

All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;

Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and

Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.

Opinions

In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.

Filings and Proxy Materials

Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.

Advisors

Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.

Conference Call

Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.

An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.

About Payfare (TSX:PAY, OTCQX: PYFRF)

Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Statements

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

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SOURCE Payfare Inc.

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