Exhibit 99.1
Sigma Additive Solutions Reports Third Quarter 2023 Financial Results
SANTA FE, NM – November 13, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a provider of quality assurance software to the commercial 3D printing industry, has reported its financial and operating results for the quarter ended September 30, 2023.
Third Quarter 2023 Results Conference Call
Due to the signing of a definitive agreement (the “Agreement”) for the acquisition of NextTrip Holdings, Inc., a travel technology company based in Sunrise, Florida (“NextTrip”), and the signing of a definitive asset purchase agreement (the “APA”) to sell its in-process quality assurance technology suite of assets to Divergent Technologies, Inc. (Divergent), Sigma is not hosting its regular quarterly conference call. Both agreements are progressing as planned towards closure, expected in the fourth quarter. Future material developments related to these definitive agreements will be publicly communicated to shareholders as appropriate.
NextTrip Transaction Highlights
| ● | Signed a definitive agreement to acquire 100% of the capital stock of NextTrip Holdings in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional contingent shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip. | |
| ● | The acquisition is expected to be completed in the fourth quarter of 2023, subject to regulatory and shareholder approvals and other customary closing conditions. | |
| ● | In connection with the transactions, Sigma is expected to change its name to NextTrip, Inc. and to be listed on Nasdaq under a new trading symbol reflecting the NextTrip name. | |
| ● | Signed a definitive agreement to sell its in-process quality assurance technology suite of assets to Divergent Technologies, Inc., inventor of the Divergent Adaptive Production System and parent company of the performance automotive company CZV, Inc. (Czinger Vehicles) assets. The closing is expected to occur subsequent to the closing of the acquisition of NextTrip. | |
| ● | Following the closing of the two transactions (NextTrip and Divergent), the public Company will be a pure play travel technology and booking business that specializes in using proprietary technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business travel. |
Management Commentary
Jacob Brunsberg, President and Chief Executive Officer of Sigma, stated, “During the third quarter we announced our intention to acquire NextTrip Holdings, a travel technology company, as a way to increase shareholder value by providing a significant opportunity to participate in a leading travel brand with an array of product offerings and concierge services. In October we signed a definitive agreement for the acquisition, and we expect the transactions to be completed in the fourth quarter of 2023, subject to regulatory and shareholder approvals and other customary closing conditions.
“NextTrip is an innovative travel technology company that specializes in using proprietary technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business travel. We believe NextTrip’s leadership team is addressing a clear underserved demand for a differentiated and tailor-made approach in the online travel space. This transaction will allow NextTrip the ability to execute its growth plans and expand its reach into new markets for the benefit of Sigma equity holders, while tying the issuance of additional equity to clear business objectives for NextTrip.
“In addition, we signed a definitive agreement to sell our in-process quality assurance technology suite of assets to Divergent Technologies, a fitting home for our technology. Divergent will build on our foundational work in connection with its DAPS platform, deploying DAPS structures across the automotive, aerospace, and defense industries. The closing is expected to occur subsequent to the closing of our acquisition of NextTrip.
“We are incredibly proud of the opportunity to amplify the growth plans of two impressive companies with these transactions, implying a solid valuation for Sigma and good positioning in public markets for NextTrip, and adding value from the sale of Sigma’s current assets to Divergent. We look forward to additional updates in the months to come as we work to finalize the acquisition and asset sale,” concluded Brunsberg.
Third Quarter 2023 Financial Results
Revenue for the third quarter of 2023 totaled $141,988 compared to revenues of $188,245 for the third quarter of 2023. The decrease was primarily due to decreased PrintRite3D sales and decreased annual maintenance contract revenue.
Gross loss for the third quarter of 2023 was $(34,128) as compared to a gross profit of $108,532 in the third quarter of 2022. Gross margin for the third quarter of 2023 was (24%) compared to gross margin of 58% for the prior year quarter. The decrease was primarily attributable to a higher cost of revenue due to the cost of a new PrintRite3D unit that was sold at a discounted price in the third quarter of 2023.
Total operating expenses for the third quarter of 2023 were $0.9 million, compared to $2.4 million in 2022, a decrease of 64%. The decrease was primarily attributable to a decrease in salaries and benefits, stock-based compensation, operations and R&D, organization costs, office expenses, and business travel attributable to our reduced workforce.
Net loss for the third quarter of 2023 was $0.9 million, or ($1.57) per share, as compared to a net loss of $2.3 million, or ($4.39) per share in the third quarter of 2022.
Cash totaled $0.6 million at September 30, 2023, as compared to $2.8 million at December 31, 2022. Cash used in operating activities for the nine months ended September 30, 2023 totaled $2.6 million as compared to $6.4 million in the nine months ended September 30, 2022. Average monthly cash usage in the third quarter of 2023 was approximately $59,000, down from an average of $373,000 for the second quarter of 2023 and $452,000 for the first quarter of 2023.
About Sigma Additive Solutions
Sigma Additive Solutions, Inc. is a provider of in-process quality assurance (IPQA™) solutions to the additive manufacturing industry. Sigma specializes in the development and commercialization of real-time monitoring and analytics known as PrintRite3D® for 3D metal and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing process, enabling significant cost-savings and production efficiencies by reducing waste, increasing yield, and shortening cycle times. Sigma believes its software solutions may be a major catalyst for the acceleration and adoption of industrial 3D printing.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including the certainty and timing of closing the proposed transactions. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, Sigma’s ability to successfully consummate the acquisition with NextTrip, the risk that the securities of the combined company will not be approved for listing on Nasdaq or if approved, maintain the listing ,the prospective purchase of its intellectual property assets, obtaining shareholder approval of the NextTrip transaction, and other conditions to completion of the acquisition, and completing the acquisition and any related transactions, and, failing that, to satisfy its capital needs through increasing its revenue and obtaining additional financing or implement an possible alternative strategic transaction. Sigma disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact Sigma’s forward-looking statements, please see disclosures contained in Sigma’s public filings with the SEC, including the “Risk Factors” in Sigma’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and which may be viewed at www.sec.gov.
Sigma Additive Solutions Contact
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
SASI@mzgroup.us
www.mzgroup.us
Sigma Additive Solutions, Inc.
Condensed Balance Sheets
September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 556,087 | $ | 2,845,931 | ||||
| Accounts Receivable, net | 59,000 | 371,620 | ||||||
| Inventory | 775,066 | 950,943 | ||||||
| Prepaid Assets | 37,833 | 105,226 | ||||||
| Total Current Assets | 1,427,986 | 4,273,720 | ||||||
| Other Assets: | ||||||||
| Property and Equipment, net | 161,971 | 304,903 | ||||||
| Intangible Assets, net | 1,247,697 | 1,125,285 | ||||||
| Total Other Assets | 1,409,668 | 1,430,188 | ||||||
| TOTAL ASSETS | $ | 2,837,654 | $ | 5,703,908 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable | $ | 607,212 | $ | 277,492 | ||||
| Deferred Revenue | 111,082 | 120,073 | ||||||
| Accrued Expenses | 145,306 | 231,633 | ||||||
| Total Current Liabilities | 863,600 | 629,198 | ||||||
| TOTAL LIABILITIES | 863,600 | 629,198 | ||||||
| Commitments & Contingencies | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock, $0.001 par value; 10,000,000 shares authorized; 316 and 465 shares issued and outstanding, respectively | 1 | 1 | ||||||
| Common Stock, $ 0.001 par value; 1,200,000 shares authorized; 651,536 and 524,940 shares issued and outstanding, respectively | 652 | 525 | ||||||
| Additional Paid-In Capital | 55,380,026 | 54,416,668 | ||||||
| Accumulated Deficit | (53,406,625 | ) | (49,342,484 | ) | ||||
| Total Stockholders’ Equity | 1,974,054 | 5,074,710 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,837,654 | $ | 5,703,908 | ||||
Sigma Additive Solutions, Inc.
Condensed Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUES | $ | 141,988 | $ | 188,245 | $ | 369,188 | $ | 476,749 | ||||||||
| COST OF REVENUE | 176,116 | 79,713 | 276,270 | 312,879 | ||||||||||||
| GROSS PROFIT | (34,128 | ) | 108,532 | 92,918 | 163,870 | |||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Salaries & Benefits | 288,894 | 1,227,805 | 1,774,658 | 3,704,633 | ||||||||||||
| Stock-Based Compensation | 84,078 | 275,418 | 447,417 | 613,833 | ||||||||||||
| Operations and R&D Costs | 245 | 152,245 | 232,216 | 442,548 | ||||||||||||
| Investor, Public Relations and Marketing | 15,797 | 46,832 | 128,565 | 293,458 | ||||||||||||
| Organization Costs | 47,580 | 140,522 | 137,017 | 260,088 | ||||||||||||
| Legal & Professional Service Fees | 251,265 | 252,886 | 587,541 | 608,830 | ||||||||||||
| Office Expenses | 61,077 | 183,608 | 309,765 | 692,640 | ||||||||||||
| Depreciation & Amortization | 24,554 | 26,857 | 74,151 | 88,302 | ||||||||||||
| Other Operating Expenses | 92,709 | 86,783 | 387,582 | 263,747 | ||||||||||||
| Total Operating Expenses | 866,199 | 2,392,956 | 4,078,912 | 6,968,079 | ||||||||||||
| LOSS FROM OPERATIONS | (900,327 | ) | (2,284,424 | ) | (3,985,994 | ) | (6,804,209 | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest Income | - | 278 | 17 | 3,025 | ||||||||||||
| State Incentives | - | - | - | 76,628 | ||||||||||||
| Exchange Rate Gain (Loss) | (4 | ) | (6,184 | ) | (3,356 | ) | (16,950 | ) | ||||||||
| Interest Expense | (3,235 | ) | (1,978 | ) | (9,706 | ) | (5,367 | ) | ||||||||
| Other Income | 31,905 | - | 67,584 | - | ||||||||||||
| Total Other Income (Expense) | 28,666 | (7,884 | ) | 54,539 | 57,336 | |||||||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (871,661 | ) | (2,292,308 | ) | (3,931,455 | ) | (6,746,873 | ) | ||||||||
| Provision for income Taxes | - | - | - | - | ||||||||||||
| Net Loss | $ | (871,661 | ) | $ | (2,292,308 | ) | $ | (3,931,455 | ) | $ | (6,746,873 | ) | ||||
| Preferred Dividends | (10,687 | ) | (14,220 | ) | (33,122 | ) | (42,660 | ) | ||||||||
| Net Loss Applicable to Common Stockholders | $ | (882,348 | ) | $ | (2,306,528 | ) | $ | (3,964,577 | ) | $ | (6,789,533 | ) | ||||
| Net Loss per Common Share – Basic and Diluted | $ | (1.57 | ) | $ | (4.39 | ) | $ | (7.28 | ) | $ | (12.93 | ) | ||||
| Weighted Average Number of Shares Outstanding – Basic and Diluted | 560,310 | 524,940 | 544,587 | 524,940 | ||||||||||||
Sigma Additive Solutions, Inc.
Condensed Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||||
September 30, 2023 | September 30, 2022 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (3,931,455 | ) | $ | (6,746,873 | ) | ||
| Adjustments to reconcile Net Loss to Net Cash used in operating activities: | ||||||||
| Noncash Expenses: | ||||||||
| Depreciation and Amortization | 74,151 | 88,302 | ||||||
| Stock Based Compensation - Employees | 447,417 | 613,833 | ||||||
| Stock Based Compensation - Third Party Services | (489 | ) | 24,463 | |||||
| Stock Based Compensation - Directors | 19,316 | 70,594 | ||||||
| Gain on Sale of Property and Equipment | (28,632 | ) | - | |||||
| Change in assets and liabilities: | ||||||||
| Accounts Receivable | 312,620 | 44,422 | ||||||
| Inventory | 175,877 | (257,352 | ) | |||||
| Prepaid Assets | 67,393 | (63,446 | ) | |||||
| Accounts Payable | 372,236 | 197,105 | ||||||
| Deferred Revenue | (8,991 | ) | (19,166 | ) | ||||
| Accrued Expenses | (86,327 | ) | (338,297 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | (2,586,884 | ) | (6,386,415 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of Property and Equipment | - | (83,848 | ) | |||||
| Proceeds from Sale of Property and Equipment | 78,000 | - | ||||||
| Purchase of Intangible Assets | (145,515 | ) | (176,104 | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | (67,515 | ) | (259,952 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Gross Proceeds from Public Issuance of Comon Stock | 453,635 | - | ||||||
| Offering Costs | (89,080 | ) | - | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 364,555 | - | ||||||
| NET CHANGE IN CASH FOR PERIOD | (2,289,844 | ) | (6,646,367 | ) | ||||
| CASH AT BEGINNING OF PERIOD | 2,845,931 | 11,447,047 | ||||||
| CASH AT END OF PERIOD | $ | 556,087 | $ | 4,800,680 | ||||
| Supplemental Disclosures: | ||||||||
| Noncash investing and financing activities disclosure: | ||||||||
| Preferred Stock Dividends | $ | 33,122 | $ | 42,660 | ||||
| Conversion of Preferred Shares to Common Shares | $ | 188,830 | $ | - | ||||
| Other noncash operating activities disclosure: | ||||||||
| Issuance of Securities for Services | $ | 18,827 | $ | 95,057 | ||||
| Disclosure of cash paid for: | ||||||||
| Interest | $ | 9,706 | ||||||