Leading Independent Advisory Firms ISS and Glass Lewis Recommend Virtusa Stockholders Vote “FOR” the Transaction with Baring Private Equity Asia

Leading Independent Advisory Firms ISS and Glass Lewis Recommend Virtusa Stockholders Vote “FOR” the Transaction with Baring Private Equity Asia

SOUTHBOROUGH, Mass.–(BUSINESS WIRE)–
Virtusa Corporation (NASDAQ GS: VRTU) announced today that leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”), have each recommended that Virtusa stockholders vote “FOR” the pending merger transaction (the “Transaction”) under which funds affiliated with Baring Private Equity Asia (“BPEA”) will acquire all outstanding shares of common stock of Virtusa for $51.35 per share in an all-cash transaction valued at approximately $2.0 billion.

The Transaction, which is expected to close in the first half of 2021, is subject to the approval of Virtusa’s stockholders, customary regulatory requirements, including approval from The Committee on Foreign Investment in the United States (CFIUS), and customary closing conditions. The transaction is not subject to a financing condition.

Special Meeting

A special meeting of stockholders of Virtusa Corporation (the “Meeting”) to consider and vote upon the Transaction, will be held virtually on November 20, 2020 at 10:00 AM, Eastern Time, at https://www.cesonlineservices.com/vrtu20_vm. The Virtusa Board recommends that Virtusa’s stockholders vote “FOR” the proposal to approve the pending merger with funds affiliated with BPEA in advance of the Meeting. The Company encourages stockholders to submit their proxy as soon as possible, whether over the Internet, by telephone or by mail. Further details on how to vote and the requirements with respect to attending the Meeting virtually are contained in the definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission (the “SEC”) and mailed to stockholders of record on October 20, 2020.

About Virtusa

Virtusa Corporation (NASDAQ GS: VRTU) is a global provider of digital business strategy, digital engineering, and information technology (IT) services and solutions that help clients change, disrupt, and unlock new value through innovation engineering. Virtusa serves Global 2000 companies in Banking, Financial Services, Insurance, Healthcare, Communications, Media, Entertainment, Travel, Manufacturing, and Technology industries.

Virtusa helps clients grow their business with innovative products and services that create operational efficiency using digital labor, future-proof operational and IT platforms, and rationalization and modernization of IT applications infrastructure. This is achieved through a unique approach blending deep contextual expertise, empowered agile teams, and measurably better engineering to create holistic solutions that drive business forward at unparalleled velocity enabled by a culture of cooperative disruption.

About BPEA

Baring Private Equity Asia (BPEA) is one of the largest and most established private alternative investment firms in Asia, with assets under management of approximately US$20 billion. The firm runs a private equity investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions with a particular focus on the Asia Pacific region, as well as investing in companies globally that can benefit from further expansion into the Asia Pacific region. BPEA also manages dedicated funds focused on private real estate and private credit. The firm has a 23-year history and over 190 employees located across offices in Hong Kong, China, India, Japan, Singapore, Australia, and the US. BPEA currently has over 40 portfolio companies active across Asia with a total of 224,000 employees and sales of approximately US$39 billion.

For more information, please visit www.bpeasia.com

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving the Company and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection with the proposed merger transaction, the Company has filed relevant materials with the SEC, including a definitive proxy statement on Schedule 14A (the “Proxy Statement”). Promptly after filing the Proxy Statement with the SEC, the Company mailed the Proxy Statement and a proxy card to each Company stockholder entitled to vote at the special meeting relating to the proposed merger transaction. This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC or send to the Company’s stockholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. The proposed merger transaction will be submitted to the Company’s stockholders for their consideration. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website at www.virtusa.com or by contacting the Company’s Investor Relations contact at [email protected].

Participants in the Solicitation

The Company and its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of shares of the Company’s common stock is set forth in its Annual Report on Form 10-K for the year ended March 31, 2020, which was filed with the SEC on May 28, 2020 and was subsequently amended on July 29, 2020, the Proxy Statement, which was filed with the SEC on October 20, 2020 and in subsequent documents filed with the SEC, including the Proxy Statement. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the merger transaction, by security holdings or otherwise, are also included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described above.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; and (v) those risks detailed in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Media Contact:

Conversion Marketing

Ron Favali, 727-512-4490

[email protected]

Investor Contact:

ICR

William Maina, 646-277-1236

[email protected]

Additional Investor Contact:

MacKenzie Partners, Inc.

Bob Marese, 212-929-5405

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Consulting Data Management Professional Services Technology Software

MEDIA:

Logo
Logo

Cidara Therapeutics to Participate in Two Upcoming Investor Conferences

SAN DIEGO, Nov. 11, 2020 (GLOBE NEWSWIRE) — Cidara Therapeutics, Inc. (Nasdaq: CDTX), a biotechnology company developing long-acting therapeutics designed to transform the standard of care for patients facing serious fungal or viral infections, today announced that Jeffrey Stein, Ph.D., President and Chief Executive Officer, will participate in two upcoming conferences: the Stifel 2020 Virtual Healthcare Conference and 3rd Annual Evercore ISI HealthCONx Conference.

Stifel
2020
Virtual Health Conference

Date: Tuesday, November 17, 2020
Time: 2:00 PM Eastern Time
Format: Presentation

A live audio webcast of the presentation will be available in the Investors section on the Company’s website at www.cidara.com.

3

rd

Annual Evercore ISI HealthCONx Conference

Date: Wednesday, December 2, 2020
Time: 11:20 AM Eastern Time
Format: Panel Discussion – No Fungus Among Us: Addressing an Important Fungal Need

About Cidara Therapeutics

Cidara is developing long-acting therapeutics designed to transform the standard of care for patients facing serious fungal or viral infections. The Company’s portfolio is comprised of its lead antifungal candidate, rezafungin, in addition to antiviral conjugates (AVCs) for the prevention and treatment of influenza and other viral diseases from Cidara’s proprietary Cloudbreak® antiviral platform. Cidara is headquartered in San Diego, California. For more information, please visit www.cidara.com.

INVESTOR CONTACT:

Brian Ritchie
LifeSci Advisors
(212) 915-2578
[email protected]

MEDIA CONTACT:

Karen O’Shea, Ph.D.
LifeSci Communications
(929) 469-3860
[email protected]

Datadog to Present at Upcoming Investor Conferences

Datadog to Present at Upcoming Investor Conferences

NEW YORK–(BUSINESS WIRE)–
Datadog, Inc. (NASDAQ:DDOG), the monitoring and security platform for cloud applications, today announced that management will present at the following investor conferences.

  • The RBC Global Technology, Internet, Media and Telecommunications Virtual Conference. The presentation is scheduled for Tuesday, November 17, 2020 at 10:40 a.m., Eastern Time.
  • The Wells Fargo TMT Virtual Summit. The presentation is scheduled for Tuesday, December 1, 2020 at 8:40 a.m., Eastern Time.
  • The Credit Suisse Technology Virtual Conference. The presentation is scheduled for Wednesday, December 2, 2020 at 2:00 p.m., Eastern Time.
  • The Morgan Stanley Future of Application Development Virtual Conference. The presentation is scheduled for Wednesday, December 9, 2020 at 2:15 p.m., Eastern Time.
  • The Barclays Global Technology, Media & Telecom Virtual Conference. The presentation is scheduled for Thursday, December 10, 2020 at 11:30 a.m., Eastern Time.

The presentations will be webcast live, and replays will be available for a limited time under the “Events and Presentations” section of the Company’s investor relations website at https://investors.datadoghq.com/.

About Datadog

Datadog is the monitoring and security platform for cloud applications. Our SaaS platform integrates and automates infrastructure monitoring, application performance monitoring and log management to provide unified, real-time observability of our customers’ entire technology stack. Datadog is used by organizations of all sizes and across a wide range of industries to enable digital transformation and cloud migration, drive collaboration among development, operations, security and business teams, accelerate time to market for applications, reduce time to problem resolution, secure applications and infrastructure, understand user behavior and track key business metrics.

AJ Ljubich, CFA

Datadog Investor Relations

(866) 329-4466

[email protected]

Martin Bergman

Datadog Communications

(866) 329-4466

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Banking Software Mobile/Wireless Networks Professional Services Internet Hardware Data Management Technology Security Finance Other Technology Telecommunications

MEDIA:

Cyclacel Pharmaceuticals Reports Third Quarter 2020 Financial Results

– Conference Call Scheduled November 11, 2020 at 4:30 p.m. ET –

BERKELEY HEIGHTS, N.J., Nov. 11, 2020 (GLOBE NEWSWIRE) — Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines based on cancer cell biology, today reported its financial results for the third quarter 2020 and certain business highlights.

The Company’s net loss applicable to common shareholders for the three months ended September 30, 2020 was $2.3 million. As of September 30, 2020, cash and cash equivalents totaled $23.1 million. Based on current spending, the Company estimates it has sufficient resources to fund planned operations, including research and development, through the end of 2022.

“We continue to execute on our clinical development plan for fadraciclib and CYC140 in both liquid and solid cancers,” said Spiro Rombotis, President and Chief Executive Officer. “The recent ENA presentation highlighted fadraciclib’s oral bioavailability and deepening confirmed response as a single agent. Recent publications elaborated the mechanistic rationale for fadraciclib highlighting dual inhibition of CDK2 and CDK9 cancer pathways. We are encouraged by evidence of antileukemic activity in our studies of fadraciclib in combination with venetoclax in hematological malignancies, including CLL. Dr. Mark Kirschbaum, our newly appointed CMO, is reviewing our programs and streamlining our clinical work flows to progress our clinical strategy and improve efficiency. We are looking forward to reporting data from ongoing studies and outlining our clinical development plans for fadraciclib and CYC140 to drive shareholder value.”

Key Corporate Highlights

  • Appointed Mark Kirschbaum, M.D. as Senior Vice President and Chief Medical Officer. Dr. Kirschbaum is a highly experienced hematologist/oncologist with over 30 years of experience in molecular medicine, new drug development, clinical trial design and patient care. He has management experience in academic research, clinical practice and pharmaceutical industry settings. As CMO, he is responsible for advancing Cyclacel’s pipeline and is leading clinical strategy, patient safety and medical affairs.

  • Fadraciclib
    Oral
    Presentation
    at the Plenary Session of the 32

    nd

     EORTC-NCI-AACR (ENA)
    Symposium 2020

• In part 2 of a Phase 1, dose escalation study, fadraciclib was administered intravenously as monotherapy to 24 heavily pretreated patients with various advanced solid tumors.

• Out of 11 patients treated at the fourth dose level one achieved confirmed partial response (PR) and two stable disease (SD).

• The PR was observed after a month and a half on fadraciclib in a patient with MCL1-amplified endometrial cancer who had failed seven lines of prior therapy. The patient remains on treatment after 16 months with 92% reduction in target tumor lesions.

• SD was observed in a patient with cyclin E amplified ovarian cancer who achieved 29% shrinkage in target tumor lesions after four months and a patient with fallopian tube adenocarcinoma with undetermined protein level.

• In three patients treated in part 3 with oral fadraciclib high oral bioavailability and overlapping pharmacokinetics were observed compared to the intravenously administered, identical schedule in part 2.

  • CYC065-02 Phase 1 fadraciclib i.v. and venetoclax p.o.
    in CLL
    five patients with R/R CLL have been treated in four dose levels up to 150 mg/m2 of fadraciclib in combination with venetoclax. Fadraciclib is administered after completion of venetoclax ramp. Antileukemic activity was observed in three patients who achieved MRD negativity on the combination, one in bone marrow and two in bone marrow and peripheral blood. The latter two patients have also demonstrated continued shrinkage of lymph nodes on the combination. In one patient all target lesions and in the other 2 out of 4 lesions have shrunk below 1.5 cm. Both are waiting for confirmation of response. Preclinical data support a dual targeting strategy of both BCL2 and MCL1 in CLL.

  • CYC065-0
    3
    Phase 1
    fadraciclib
    i.v.
    and
    venetoclax p.o
    .
    in
    AML/MDS
     fourteen heavily pretreated patients with relapsed/refractory (R/R) AML were treated in five dose levels up to 200 mg/m2 of fadraciclib in combination with venetoclax. Antileukemic activity has been observed in four out of twelve patients available for assessment. Preclinical data in AML suggest that targeting both MCL1 and BCL2 may be more beneficial than inhibiting either protein alone.

  • CYC140-01 Phase 1 CYC140 i.v. – We have enrolled 7 patients in our first-in-human, dose escalation study evaluating CYC140 in patients with advanced leukemias. CYC140 is a small molecule, selective polo-like-kinase 1 (PLK1) inhibitor that has demonstrated potent and selective target inhibition and high activity in xenograft models of human cancers. In parallel with hematological malignancies, we are planning studies of CYC140 in solid tumors.

  • CYC682-11
    Phase 1
    part 2 sapacitabine p.o.
    and venetoclax p.o.
    twelve patients have been enrolled in a dose escalation study in our DNA Damage Response (DDR) program evaluating an oral combination of sapacitabine and venetoclax in patients with R/R AML/MDS. Two patients, previously treated with combination therapies including hypomethylating agents, have achieved 5 and 6 cycles of treatment respectively. Sapacitabine is a nucleoside analogue that is active in AML and MDS R/R to prior therapy such as cytarabine or hypomethylating agents. Preclinical data demonstrated synergy of sapacitabine with a BCL2 inhibitor, which may offer an effective, oral treatment regimen for patients who have failed front-line therapy.

  • Appointed 
    Karin L. Walker to the Board of Directors. Ms. Walker brings over 30 years of extensive finance experience in biopharmaceuticals, including in public biotechnology companies, and technology companies. Ms. Walker currently serves as the Chief Accounting Officer of Prothena Corporation plc, a late-stage clinical company with expertise in protein dysregulation and a pipeline of novel investigational therapeutics focused on neurodegenerative and rare peripheral amyloid diseases, and has held this position since 2013.

More information on our clinical trials can be found here.

Key Business Objectives

  • Treat first patient with orally-administered fadraciclib in Phase 1/2 advanced solid tumors study;
  • Report initial data from fadraciclib-venetoclax Phase 1 study in R/R AML/MDS & CLL;
  • Report safety and PK data from Phase 1 study of fadraciclib oral formulation;
  • Report initial data from CYC140 Phase 1 first-in-human study in R/R leukemias; and
  • Report initial data from sapacitabine-venetoclax Phase 1 study in R/R AML/MDS;

Financial Highlights

As of September 30, 2020, cash and cash equivalents totaled $23.1 million, compared to $11.9 million as of December 31, 2019. The increase of $11.2 million was primarily due to net proceeds of $18.3 million from an equity financing in April 2020, offset by net cash used in operating activities of $6.8 million. There were no revenues for each of the three months ended September 30, 2020 and 2019.

Research and development expenses were $1.1 million for each of the three months ended September 30, 2020 and 2019. Research and development expenses relating to transcriptional regulation increased by approximately $0.1 million for the three months ended September 30, 2020 as we continue to progress the clinical evaluation of fadraciclib.

General and administrative expenses for the three months ended September 30, 2020 were $1.5 million, compared to $1.3 million for the same period of the previous year. The increase of $0.2 million for the three months ended September 30, 2020 is due to increased professional costs.

Total other income, net, for the three months ended September 30, 2020 was $35,000, compared to $174,000 for the same period of the previous year. The decrease of approximately $140,000 for the three months ended September 30, 2020 is primarily related to reductions in foreign exchange gains and interest income.

United Kingdom research & development tax credits were $0.3 million for each of the three months ended September 30, 2020 and 2019.

Net loss for the three months ended September 30, 2020 was $2.3 million compared to $1.9 million for the same period in 2019.

The Company estimates that cash resources of $23.1 million as of September 30, 2020 will fund currently planned programs through the end of 2022.

Conference call information:

US/Canada call: (877) 493-9121 / international call: (973) 582-2750 

US/Canada archive: (800) 585-8367 / international archive: (404) 537-3406 

Code for live and archived conference call is 4884678.

For the live and archived webcast, please visit the Corporate Presentations page on the Cyclacel website at www.cyclacel.com. The webcast will be archived for 90 days and the audio replay for 7 days. 

About Cyclacel Pharmaceuticals, Inc.

Cyclacel Pharmaceuticals is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation and DNA damage response biology. The transcriptional regulation program is evaluating fadraciclib as a single agent in solid tumors and in combination with venetoclax in patients with relapsed or refractory AML/MDS and CLL. The anti-mitotic program is evaluating CYC140, a PLK1 inhibitor, in advanced leukemias/MDS patients. The DNA damage response program is evaluating an oral combination of sapacitabine and venetoclax in patients with relapsed or refractory AML/MDS. An investigator-sponsored trial (IST) is evaluating an oral combination of sapacitabine and olaparib in patients with BRCA mutant breast cancer. Cyclacel’s strategy is to build a diversified biopharmaceutical business focused in hematology and oncology based on a pipeline of novel drug candidates. For additional information, please visit www.cyclacel.com.

Forward-looking Statements

This news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include statements regarding, among other things, the efficacy, safety and intended utilization of Cyclacel’s product candidates, the conduct and results of future clinical trials, plans regarding regulatory filings, future research and clinical trials and plans regarding partnering activities. Factors that may cause actual results to differ materially include the risk that product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later clinical trials, trials may have difficulty enrolling, Cyclacel may not obtain approval to market its product candidates, the risks associated with reliance on outside financing to meet capital requirements, and the risks associated with reliance on collaborative partners for further clinical trials, development and commercialization of product candidates. You are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable words to be uncertain and forward-looking. For a further list and description of the risks and uncertainties the Company faces, please refer to our most recent Annual Report on Form 10-K and other periodic and other filings we file with the Securities and Exchange Commission and are available at www.sec.gov. Such forward-looking statements are current only as of the date they are made, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

   
Contacts  
   
Company:  Paul McBarron, (908) 517-7330, [email protected]
   
Investor Relations: Russo Partners LLC, Eric Ando, (646) 218-4604, [email protected]     
   

© Copyright 2020 Cyclacel Pharmaceuticals, Inc. All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks of Cyclacel Pharmaceuticals, Inc.

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF
OPERATIONS (LOSS)

(In $000s, except share and per share amounts)

        Three Months Ended  
        September 30,  
          2019       2020    
               
Revenues:          
Total revenues              
Operating expenses:          
  Research and development     1,063       1,075    
  General and administrative     1,285       1,497    
Total operating expenses     2,348       2,572    
Operating loss     (2,348 )     (2,572 )  
Other income (expense):          
  Foreign exchange gains (losses)     79       (25 )  
  Interest income     42       4    
  Other income, net     53       56    
    Total other income (expense), net     174       35    
Loss before taxes     (2,174 )     (2,537 )  
Income tax benefit     273       281    
Net loss     (1,901 )     (2,256 )  
Dividend on convertible exchangeable preferred shares     (50 )     (50 )  
Net loss applicable to common shareholders   $ (1,951 )   $ (2,306 )  
Basic and diluted earnings per common share:          
Net loss per share – basic and diluted   $ (2.27 )   $ (0.47 )  
Weighted average common shares outstanding     859,998       4,863,984    
               

 



CYCLACEL PHARMACEUTICALS, INC.


CONSOLIDATED BALANCE SHEET

(In $000s, except share, per share, and liquidation preference amounts)

    December 31,   September 30,  
    2019   2020  
           
ASSETS          
Current assets:          
Cash and cash equivalents   $ 11,885     $ 23,130  
Prepaid expenses and other current assets     2,132       2,804  
Total current assets     14,017       25,934  
           
Property and equipment, net     27       64  
Right-of-use lease asset     1,264       1,215  
Total assets   $ 15,308     $ 27,213  
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable   $ 890     $ 455  
Accrued and other current liabilities     1,530       1,257  
Total current liabilities     2,420       1,712  
Lease liability     1,191       1,063  
Total liabilities     3,611       2,775  
           
Stockholders’ equity     11,697       24,438  
Total liabilities and stockholders’ equity   $ 15,308     $ 27,213  
           

 

SOURCE: Cyclacel Pharmaceuticals, Inc.

SpartanNash Announces Third Quarter Fiscal 2020 Financial Results

SpartanNash Announces Third Quarter Fiscal 2020 Financial Results

Reports Third Quarter Retail Comparable Store Sales of 10.6%

Generates EPS of $0.56; Adjusted EPS Increased 133% to $0.70

Adjusted EBITDA increased 37.2% to $57.0 million

Updates Fiscal Year 2020 Outlook

GRAND RAPIDS, Mich.–(BUSINESS WIRE)–
SpartanNash Company (the “Company”) (Nasdaq: SPTN) today reported financial results for its 12-week third quarter ended October 3, 2020.

Third Quarter Fiscal 2020 Highlights

  • Net sales growth of 3.1% to $2.06 billion from $2.00 billion in the prior year quarter, representing the eighteenth consecutive quarter of growth.
  • Retail comparable store sales of 10.6% were positive for the fifth consecutive quarter.
  • EPS of $0.56 per share, compared to a loss of $(0.01) per share in the prior year quarter; adjusted EPS of $0.70 per share, an increase of 133% over $0.30 per share in the prior year quarter.
  • Adjusted EBITDA increase of 37.2%, to $57.0 million from $41.6 million in the prior year quarter.
  • Subsequent to the end of the third quarter, the Company extended its commercial agreement with Amazon. In connection with this agreement, the Company issued stock warrants to a subsidiary of Amazon, subject to certain vesting conditions.

“In the past nine weeks since taking the CEO position I’ve visited a great number of our distribution centers and retail stores. The passion demonstrated by our associates is nothing short of inspirational,” said Tony Sarsam, President and Chief Executive Officer. “I am energized and excited about the profitable growth opportunities that lie ahead for our business. As I immerse further into our business, I will continue to assess our long-term strategy, focus on motivating our associates and recognizing their accomplishments, identifying opportunities to make investments to improve the efficiency and effectiveness of our supply chain, and evaluating how to best position SpartanNash to deliver shareholder value for years to come.”

Consolidated net sales for the third quarter increased $61.0 million, or 3.1%, to $2.06 billion from $2.00 billion in the prior year quarter. The increase in net sales was generated through higher sales attributable to increased consumer demand related to COVID-19 in the Company’s Retail and Food Distribution segments, as well as continued growth with existing Food Distribution customers, partially offset by the continued impact of domestic base access and commissary shopping restrictions associated with COVID-19 in the Military segment.

Gross profit for the third quarter was $324.8 million, or 15.8% of net sales, compared to $290.4 million, or 14.5% of net sales, in the prior year quarter. The improvement in the gross profit rate was driven by improvements in margin rates at all three segments, as well as an increase in the proportion of Retail and Food Distribution segment sales, which generate higher margin rates than the Military segment.

Reported operating expenses for the third quarter were $295.8 million, or 14.4% of net sales, compared to $274.6 million, or 13.7% of net sales, in the prior year quarter. The increase in expenses as a rate of sales compared to the prior year quarter was due to increased incentive compensation related to improved Company performance, a higher mix of Retail segment sales which have higher operating expense rates, higher supply chain expenses in the Food Distribution segment, and a $5.2 million increase in restructuring and asset impairment charges, partially offset by increased leverage of retail store labor expenses and other fixed costs due to the higher sales volume in the quarter.

The Company reported operating earnings of $29.0 million compared to $15.8 million in the prior year quarter. The increase was attributable to increased sales volume, as well as the changes in rates of margin and operating expenses previously mentioned, partially offset by higher impairment charges. Adjusted operating earnings(1) were $35.8 million compared to $20.3 million in the prior year quarter and are adjusted for the items detailed in Table 3.

Interest expense decreased $3.9 million from the prior year quarter due to multiple rate cuts implemented by the Federal Reserve during 2019 and in early 2020, as well as the Company’s pay down of the debt balance made possible by higher earnings and lower required investments in working capital. Postretirement benefit expense was favorable $10.1 million from cycling charges related to the termination of the Company’s pension plan in the prior year quarter.

The Company reported earnings from continuing operations of $20.0 million, or $0.56 per diluted share, compared to a loss from continuing operations of $0.3 million, or $0.01 per diluted share, in the prior year quarter. The improvement reflects the operating earnings and non-operating expense changes noted above. Adjusted earnings from continuing operations(2) for the third quarter were $25.1 million, or $0.70 per diluted share. Adjusted earnings from continuing operations for the prior year quarter were $10.9 million, or $0.30 per diluted share. A reconciliation of reported earnings from continuing operations to adjusted earnings from continuing operations is included at Table 4.

Adjusted EBITDA(3) increased $15.4 million, or 37.2%, to $57.0 million compared to $41.6 million in the prior year quarter due to factors mentioned above.

Please see the financial tables at the end of this press release for a reconciliation of each non-GAAP financial measure to the most directly comparable measure, prepared and presented in accordance with GAAP.

Segment Financial Results

Food Distribution

Net sales for Food Distribution increased $73.2 million, or 7.8%, to $1.01 billion from $0.94 billion in the prior year quarter. The increase was due to sales growth with existing customers, as well as incremental volume associated with increased consumer demand related to COVID-19, partially offset by the impact of the Company’s decision to exit its Fresh Production operations.

Reported operating earnings for Food Distribution were $9.2 million compared to $11.7 million in the prior year quarter. During the quarter, the Company made the decision to abandon a tradename within this segment to better align with the Company’s overall transportation operations and to provide a more integrated solution to its customers, resulting in a $7.0 million impairment of the associated indefinite-lived tradename asset. The decrease in reported operating earnings for Food Distribution was due to this asset impairment charge, as well as an increase in supply chain and corporate administrative expenses, partially offset by increased earnings due to the higher sales volume. Third quarter adjusted operating earnings(1) were $15.7 million compared to $15.5 million in the prior year quarter. Adjusted operating earnings exclude asset impairment and restructuring charges in both years and losses associated with the Fresh Kitchen operations in the prior year quarter.

Retail

Net sales for Retail increased $35.1 million, or 6.2%, to $596.7 million from $561.6 million in the prior year quarter primarily due to increased consumer demand related to COVID-19, as discussed above. Comparable store sales of 10.6% were partially offset by the impact of lower fuel sales, as well as store closures. During the quarter, the Company experienced more than 175% growth in its eCommerce business.

Reported operating earnings for Retail were $22.3 million compared to $6.7 million in the prior year quarter. The increase in reported operating earnings was due to the increase in sales volume, improvements in margin rates, including inventory shrink, and improved leverage of store labor. These favorable variances were partially offset by higher incentive compensation due to the improved segment performance. Adjusted operating earnings(1) were $22.6 million compared to $7.3 million in the prior year quarter and exclude merger/acquisition and integration expenses in the current year and restructuring charges in the prior year quarter.

Military Distribution

Net sales for Military Distribution decreased $47.2 million, or 9.5%, to $452.0 million from $499.2 million in the prior year quarter. Growth in private label and export sales were more than offset by the impact of domestic base access and commissary shopping restrictions associated with COVID-19, which have led to significant declines in Defense Commissary Agency sales as a whole.

The reported operating loss for Military Distribution was $2.5 million compared to $2.6 million in the prior year quarter. The change was driven by improved margin rates, partially offset by higher corporate administrative expenses, the impact of lower sales volumes and, to a lesser extent, increases in the rate of warehousing expenses. Adjusted operating loss(1) was $2.5 million for the quarter in both years.

Balance Sheet and Cash Flow

Cash flows provided by operating activities for the year-to-date period of fiscal 2020 were $223.8 million compared to $140.0 million in the prior year, driven by increased profitability and reductions in working capital. In 2020, the Company has generated $178.0 million in free cash flow(4) year-to-date, compared to $93.1 million in the prior year. The Company reduced net long-term debt(5) by $145.0 million year-to-date in fiscal 2020. The reduction in net long-term debt, combined with increased profitability, resulted in an improvement in the Company’s net long-term debt to adjusted EBITDA ratio over this period of time from 3.7x to 2.3x, calculated on a trailing thirteen periods basis.

Capital expenditures and IT capital(6) totaled $53.5 million in the year-to-date period compared to $46.9 million in the prior year.

Through the third quarter of fiscal 2020, the Company has declared $20.8 million in quarterly cash dividends equal to $0.1925 per common share. The Company also repurchased 860,752 shares for a total of $10.0 million in the first quarter of fiscal 2020, at an average price of $11.62 per share.

Outlook

For the 53-week fiscal year ending January 2, 2021, the Company is updating its annual outlook from what was previously provided on August 12, 2020 to reflect actual financial results, its expectations for the remainder of the fiscal year, and the forecasted impact of stock warrants, which were granted early in the fourth quarter.

For fiscal year 2020, the Company now anticipates adjusted earnings per share from continuing operations(7) of approximately $2.42 to $2.50 compared to its prior projection of $2.40 to $2.60. The Company’s updated guidance reflects the continued benefits of sales trends associated with COVID-19 and the related increase in consumer demand, offset by estimated non-cash stock warrant expense of $6.0 million to $7.0 million, or $0.13 to $0.15 per diluted share. Reported earnings per share from continuing operations are expected to range from $2.09 to $2.17 compared to its prior projection of $2.13 to $2.41.

The Company now expects fiscal 2020 adjusted EBITDA to range from $237.0 million to $242.0 million compared to its prior guidance of $232.0 million to $242.0 million.

The Company’s updated guidance now reflects capital expenditures and IT capital in the range of $80.0 million to $85.0 million for the fiscal year. Depreciation and amortization have been updated to a range of $88.0 million to $90.0 million. Interest expense is now expected to range from $18.0 million to $18.5 million. The Company’s updated guidance now reflects an adjusted effective tax rate of 23.5% to 24.0% and a reported effective tax rate of 13.0% to 13.5%.

Conference Call

A telephone conference call to discuss the Company’s third quarter 2020 financial results is scheduled for Thursday, November 12, 2020 at 8:00 a.m. ET. A live webcast of this conference call will be available on the Company’s website, www.spartannash.com/webcasts. Simply click on “For Investors” and follow the links to the live webcast. The webcast will remain available for replay on the Company’s website for approximately ten days.

About SpartanNash

SpartanNash (Nasdaq: SPTN) is a Fortune 400 company whose core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate-owned retail stores and U.S. military commissaries and exchanges; as well as operating a premier fresh produce distribution network. SpartanNash serves customer locations in all 50 states and the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Bahrain, Djibouti and Egypt. SpartanNash currently operates 156 supermarkets, primarily under the banners of Family Fare, Martin’s Super Markets, D&W Fresh Market, VG’s Grocery and Dan’s Supermarket. Through its MDV military division, SpartanNash is a leading distributor of grocery products to U.S. military commissaries.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words “outlook,” “believe,” “anticipates,” “continue,” “expects,” “guidance,” “trend,” “on track,” “encouraged” or “plan” or similar expressions. The statements in the “Outlook” section of this press release are inherently forward looking. Forward-looking statements relating to expectations about future results or events are based upon information available to SpartanNash as of today’s date, and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Additional risks and uncertainties include, but are not limited to, disruption associated with the COVID-19 pandemic and the Company’s ability to compete in the highly competitive grocery distribution, retail grocery, and military distribution industries. Additional information concerning these and other risks is contained in SpartanNash’s most recently filed Annual Report on Form 10-K, recent Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking statements concerning SpartanNash, or other matters and attributable to SpartanNash or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. SpartanNash does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

(1) A reconciliation of operating earnings to adjusted operating earnings, a non-GAAP financial measure, is provided in Table 3 below.

(2) A reconciliation of earnings from continuing operations to adjusted earnings from continuing operations, a non-GAAP financial measure, is provided in Table 4 below.

(3) A reconciliation of net earnings to Adjusted EBITDA, a non-GAAP financial measure, is provided in Table 2 below.

(4) A reconciliation of net cash provided by operating activities to free cash flow, a non-GAAP financial measure, is provided in Table 6 below.

(5) A reconciliation of long-term debt and finance lease obligations to net long-term debt, a non-GAAP financial measure, is provided in Table 5 below.

(6) A reconciliation of purchases of property and equipment to capital expenditures and IT capital, a non-GAAP financial measure, is provided in Table 7 below.

(7)
A reconciliation of projected earnings per share from continuing operations to adjusted earnings per share from continuing operations, a non-GAAP financial measure, is provided in Table 8 below.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 
 

 

12 Weeks Ended

 

 

40 Weeks Ended

 

 

 

October 3,

 

 

October 5,

 

 

October 3,

 

 

October 5,

 

 

(In thousands, except per share amounts)

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Net sales

$

 

2,060,816

 

 

$

 

1,999,808

 

 

$

 

7,101,373

 

 

$

 

6,538,112

 

 

Cost of sales

 

 

1,735,994

 

 

 

 

1,709,447

 

 

 

 

6,014,610

 

 

 

 

5,581,015

 

 

Gross profit

 

 

324,822

 

 

 

 

290,361

 

 

 

 

1,086,763

 

 

 

 

957,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

289,039

 

 

 

 

273,286

 

 

 

 

981,066

 

 

 

 

900,160

 

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

242

 

 

 

 

1,364

 

 

Restructuring charges and asset impairment

 

 

6,543

 

 

 

 

1,296

 

 

 

 

20,455

 

 

 

 

10,215

 

 

Total operating expenses

 

 

295,824

 

 

 

 

274,582

 

 

 

 

1,001,763

 

 

 

 

911,739

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

 

 

28,998

 

 

 

 

15,779

 

 

 

 

85,000

 

 

 

 

45,358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses and (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

3,522

 

 

 

 

7,375

 

 

 

 

14,810

 

 

 

 

27,952

 

 

Loss on debt extinguishment

 

 

 

 

 

 

329

 

 

 

 

 

 

 

 

329

 

 

Postretirement benefit expense (income)

 

 

101

 

 

 

 

10,221

 

 

 

 

(597

)

 

 

 

19,677

 

 

Other, net

 

 

(141

)

 

 

 

(180

)

 

 

 

(547

)

 

 

 

(1,071

)

 

Total other expenses, net

 

 

3,482

 

 

 

 

17,745

 

 

 

 

13,666

 

 

 

 

46,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income taxes and discontinued operations

 

 

25,516

 

 

 

 

(1,966

)

 

 

 

71,334

 

 

 

 

(1,529

)

 

Income tax expense (benefit)

 

 

5,564

 

 

 

 

(1,656

)

 

 

 

7,513

 

 

 

 

(1,973

)

 

Earnings (loss) from continuing operations

 

 

19,952

 

 

 

 

(310

)

 

 

 

63,821

 

 

 

 

444

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

(126

)

 

Net earnings (loss)

$

 

19,952

 

 

$

 

(337

)

 

$

 

63,821

 

 

$

 

318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations

$

 

0.56

 

 

$

 

(0.01

)

 

$

 

1.78

 

 

$

 

0.01

 

 

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

$

 

0.56

 

 

$

 

(0.01

)

 

$

 

1.78

 

 

$

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations

$

 

0.56

 

 

$

 

(0.01

)

 

$

 

1.78

 

 

$

 

0.01

 

 

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

$

 

0.56

 

 

$

 

(0.01

)

 

$

 

1.78

 

 

$

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

35,730

 

 

 

 

36,340

 

 

 

 

35,900

 

 

 

 

36,248

 

 

Diluted

 

 

35,732

 

 

 

 

36,340

 

 

 

 

35,900

 

 

 

 

36,248

 

 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 
 

 

October 3,

 

 

December 28,

 

(In thousands)

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

 

26,903

 

 

$

 

24,172

 

Accounts and notes receivable, net

 

 

387,114

 

 

 

 

345,320

 

Inventories, net

 

 

586,351

 

 

 

 

537,212

 

Prepaid expenses and other current assets

 

 

73,192

 

 

 

 

58,775

 

Property and equipment held for sale

 

 

21,942

 

 

 

 

31,203

 

Total current assets

 

 

1,095,502

 

 

 

 

996,682

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

562,326

 

 

 

 

615,816

 

Goodwill

 

 

181,035

 

 

 

 

181,035

 

Intangible assets, net

 

 

119,039

 

 

 

 

130,434

 

Operating lease assets

 

 

269,025

 

 

 

 

268,982

 

Other assets, net

 

 

94,632

 

 

 

 

82,660

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

 

2,321,559

 

 

$

 

2,275,609

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

$

 

501,099

 

 

$

 

405,370

 

Accrued payroll and benefits

 

 

91,001

 

 

 

 

59,680

 

Other accrued expenses

 

 

53,439

 

 

 

 

51,295

 

Current portion of operating lease liabilities

 

 

43,705

 

 

 

 

42,440

 

Current portion of long-term debt and finance lease liabilities

 

 

5,338

 

 

 

 

6,349

 

Total current liabilities

 

 

694,582

 

 

 

 

565,134

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

52,952

 

 

 

 

43,111

 

Operating lease liabilities

 

 

261,621

 

 

 

 

267,350

 

Other long-term liabilities

 

 

48,033

 

 

 

 

30,272

 

Long-term debt and finance lease liabilities

 

 

540,920

 

 

 

 

682,204

 

Total long-term liabilities

 

 

903,526

 

 

 

 

1,022,937

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

Common stock, voting, no par value; 100,000 shares authorized; 35,871 and 36,351 shares outstanding

 

 

484,612

 

 

 

 

490,233

 

Preferred stock, no par value, 10,000 shares authorized; no shares outstanding

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

(1,479

)

 

 

 

(1,600

)

Retained earnings

 

 

240,318

 

 

 

 

198,905

 

Total shareholders’ equity

 

 

723,451

 

 

 

 

687,538

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

$

 

2,321,559

 

 

$

 

2,275,609

 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 
 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

Cash flow activities

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$

 

223,832

 

 

$

 

140,034

 

Net cash used in investing activities

 

 

(35,536

)

 

 

 

(117,645

)

Net cash used in financing activities

 

 

(185,565

)

 

 

 

(17,385

)

Net cash used in discontinued operations

 

 

 

 

 

 

(153

)

Net increase in cash and cash equivalents

 

 

2,731

 

 

 

 

4,851

 

Cash and cash equivalents at beginning of the period

 

 

24,172

 

 

 

 

18,585

 

Cash and cash equivalents at end of the period

$

 

26,903

 

 

$

 

23,436

 

SPARTANNASH COMPANY AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA

Table 1: Net Sales and Operating Earnings (Loss) by Segment

(Unaudited)

 
 

 

12 Weeks Ended

 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

 

October 3, 2020

 

 

October 5, 2019

 

Food Distribution Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

 

1,012,204

 

 

49.1

%

 

$

 

939,047

 

 

47.0

%

 

$

 

3,471,561

 

 

48.9

%

 

$

 

3,043,668

 

 

46.6

%

Operating earnings

 

 

9,191

 

 

 

 

 

 

 

11,699

 

 

 

 

 

 

 

34,990

 

 

 

 

 

 

 

36,564

 

 

 

 

Retail Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

596,659

 

 

29.0

%

 

 

 

561,605

 

 

28.1

%

 

 

 

2,010,483

 

 

28.3

%

 

 

 

1,833,347

 

 

28.0

%

Operating earnings

 

 

22,318

 

 

 

 

 

 

 

6,726

 

 

 

 

 

 

 

59,416

 

 

 

 

 

 

 

14,600

 

 

 

 

Military Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

451,953

 

 

21.9

%

 

 

 

499,156

 

 

24.9

%

 

 

 

1,619,329

 

 

22.8

%

 

 

 

1,661,097

 

 

25.4

%

Operating loss

 

 

(2,511

)

 

 

 

 

 

 

(2,646

)

 

 

 

 

 

 

(9,406

)

 

 

 

 

 

 

(5,806

)

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

 

2,060,816

 

 

100.0

%

 

$

 

1,999,808

 

 

100.0

%

 

$

 

7,101,373

 

 

100.0

%

 

$

 

6,538,112

 

 

100.0

%

Operating earnings

 

 

28,998

 

 

 

 

 

 

 

15,779

 

 

 

 

 

 

 

85,000

 

 

 

 

 

 

 

45,358

 

 

 

 

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”), adjusted operating earnings, adjusted earnings from continuing operations, total net long-term debt, free cash flow and projected adjusted earnings per diluted share from continuing operations. These are non-GAAP financial measures, as defined below, and are used by management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are useful to investors because they provide additional understanding of the trends and special circumstances that affect its business. These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted formats.

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude “Fresh Cut operating losses” subsequent to the decision to exit these operations during the first quarter, severance associated with cost reduction initiatives, and fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. Pension termination income related to a refund from the annuity provider associated with the final reconciliation of participant data is excluded from adjusted earnings from continuing operations. These items are considered “non-operational” or “non-core” in nature. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude “Fresh Kitchen operating losses” subsequent to the decision to exit these operations at the beginning of the third quarter, costs associated with organizational realignment, which include significant changes to the Company’s management team, and fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. Pension termination costs, primarily related to non-operating settlement expense associated with the distribution of pension assets, are excluded from adjusted earnings from continuing operations, and to a lesser extent adjusted operating earnings.

Table 2: Reconciliation of Net Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted EBITDA)

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

12 Weeks Ended

 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

 

October 3, 2020

 

 

October 5, 2019

 

Net earnings (loss)

$

 

19,952

 

 

$

 

(337

)

 

$

 

63,821

 

 

$

 

318

 

Loss from discontinued operations, net of tax

 

 

 

 

 

 

27

 

 

 

 

 

 

 

 

126

 

Income tax expense (benefit)

 

 

5,564

 

 

 

 

(1,656

)

 

 

 

7,513

 

 

 

 

(1,973

)

Other expenses, net

 

 

3,482

 

 

 

 

17,745

 

 

 

 

13,666

 

 

 

 

46,887

 

Operating earnings

 

 

28,998

 

 

 

 

15,779

 

 

 

 

85,000

 

 

 

 

45,358

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

387

 

 

 

 

1,268

 

 

 

 

3,158

 

 

 

 

3,761

 

Depreciation and amortization

 

 

20,858

 

 

 

 

20,351

 

 

 

 

68,611

 

 

 

 

67,513

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

242

 

 

 

 

1,364

 

Restructuring, asset impairment and other charges

 

 

6,543

 

 

 

 

1,296

 

 

 

 

20,455

 

 

 

 

10,215

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

2,262

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

 

2,204

 

Stock-based compensation

 

 

1,033

 

 

 

 

638

 

 

 

 

5,181

 

 

 

 

6,735

 

Non-cash rent

 

 

(1,188

)

 

 

 

(1,082

)

 

 

 

(3,981

)

 

 

 

(4,542

)

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

493

 

 

 

 

5,428

 

Organizational realignment costs

 

 

 

 

 

 

935

 

 

 

 

 

 

 

 

1,812

 

Severance associated with cost reduction initiatives

 

 

40

 

 

 

 

 

 

 

 

5,121

 

 

 

 

 

Loss on disposal of assets

 

 

35

 

 

 

 

 

 

 

 

3,462

 

 

 

 

 

Other non-cash charges

 

 

94

 

 

 

 

187

 

 

 

 

193

 

 

 

 

710

 

Adjusted EBITDA

$

 

57,042

 

 

$

 

41,576

 

 

$

 

190,197

 

 

$

 

140,558

 

Table 2: Reconciliation of Net Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation

and Amortization, continued

(Adjusted EBITDA)

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

12 Weeks Ended

 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

 

October 3, 2020

 

 

October 5, 2019

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

9,191

 

 

$

 

11,699

 

 

$

 

34,990

 

 

$

 

36,564

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

295

 

 

 

 

639

 

 

 

 

1,684

 

 

 

 

1,869

 

Depreciation and amortization

 

 

7,413

 

 

 

 

7,390

 

 

 

 

24,561

 

 

 

 

25,368

 

Merger/acquisition and integration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(130

)

Restructuring, asset impairment and other charges

 

 

6,538

 

 

 

 

1,043

 

 

 

 

19,222

 

 

 

 

10,724

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

2,262

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

 

2,204

 

Stock-based compensation

 

 

522

 

 

 

 

302

 

 

 

 

2,524

 

 

 

 

3,319

 

Non-cash rent

 

 

31

 

 

 

 

147

 

 

 

 

125

 

 

 

 

353

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

265

 

 

 

 

2,877

 

Organizational realignment costs

 

 

 

 

 

 

495

 

 

 

 

 

 

 

 

960

 

Severance associated with cost reduction initiatives

 

 

 

 

 

 

 

 

 

 

3,143

 

 

 

 

 

(Gain) loss on disposal of assets

 

 

(6

)

 

 

 

 

 

 

 

1,613

 

 

 

 

 

Other non-cash charges

 

 

52

 

 

 

 

14

 

 

 

 

103

 

 

 

 

391

 

Adjusted EBITDA

$

 

24,036

 

 

$

 

23,933

 

 

$

 

90,492

 

 

$

 

84,499

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

22,318

 

 

$

 

6,726

 

 

$

 

59,416

 

 

$

 

14,600

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO (gain) expense

 

 

(15

)

 

 

 

257

 

 

 

 

586

 

 

 

 

858

 

Depreciation and amortization

 

 

10,489

 

 

 

 

10,197

 

 

 

 

34,570

 

 

 

 

33,048

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

242

 

 

 

 

1,494

 

Restructuring charges (gains) and asset impairment

 

 

5

 

 

 

 

253

 

 

 

 

1,233

 

 

 

 

(509

)

Stock-based compensation

 

 

364

 

 

 

 

222

 

 

 

 

1,756

 

 

 

 

2,325

 

Non-cash rent

 

 

(1,134

)

 

 

 

(1,149

)

 

 

 

(3,818

)

 

 

 

(4,612

)

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

164

 

 

 

 

1,845

 

Organizational realignment costs

 

 

 

 

 

 

318

 

 

 

 

 

 

 

 

616

 

Severance associated with cost reduction initiatives

 

 

9

 

 

 

 

 

 

 

 

1,441

 

 

 

 

 

Loss on disposal of assets

 

 

34

 

 

 

 

 

 

 

 

1,905

 

 

 

 

 

Other non-cash charges

 

 

30

 

 

 

 

243

 

 

 

 

64

 

 

 

 

410

 

Adjusted EBITDA

$

 

32,342

 

 

$

 

17,067

 

 

$

 

97,559

 

 

$

 

50,075

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

$

 

(2,511

)

 

$

 

(2,646

)

 

$

 

(9,406

)

 

$

 

(5,806

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

107

 

 

 

 

372

 

 

 

 

888

 

 

 

 

1,034

 

Depreciation and amortization

 

 

2,956

 

 

 

 

2,764

 

 

 

 

9,480

 

 

 

 

9,097

 

Stock-based compensation

 

 

147

 

 

 

 

114

 

 

 

 

901

 

 

 

 

1,091

 

Non-cash rent

 

 

(85

)

 

 

 

(80

)

 

 

 

(288

)

 

 

 

(283

)

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

64

 

 

 

 

706

 

Organizational realignment costs

 

 

 

 

 

 

122

 

 

 

 

 

 

 

 

236

 

Severance associated with cost reduction initiatives

 

 

31

 

 

 

 

 

 

 

 

537

 

 

 

 

 

Loss (gain) on disposal of assets

 

 

7

 

 

 

 

 

 

 

 

(56

)

 

 

 

 

Other non-cash charges (gains)

 

 

12

 

 

 

 

(70

)

 

 

 

26

 

 

 

 

(91

)

Adjusted EBITDA

$

 

664

 

 

$

 

576

 

 

$

 

2,146

 

 

$

 

5,984

 

Notes: Adjusted EBITDA is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including deferred (stock) compensation, the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

Adjusted EBITDA and adjusted EBITDA by segment are not measures of performance under accounting principles generally accepted in the United States of America and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

Table 3: Reconciliation of Operating Earnings to Adjusted Operating Earnings

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

12 Weeks Ended

 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

 

October 3, 2020

 

 

October 5, 2019

 

Operating earnings

$

 

28,998

 

 

$

 

15,779

 

 

$

 

85,000

 

 

$

 

45,358

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

242

 

 

 

 

1,364

 

Restructuring, asset impairment and other

 

 

6,543

 

 

 

 

1,296

 

 

 

 

20,455

 

 

 

 

10,215

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

2,262

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

 

2,204

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

493

 

 

 

 

5,428

 

Organizational realignment costs

 

 

 

 

 

 

935

 

 

 

 

 

 

 

 

1,812

 

Expenses associated with tax planning

 

 

(15

)

 

 

 

 

 

 

 

82

 

 

 

 

 

Pension termination

 

 

 

 

 

 

28

 

 

 

 

 

 

 

 

48

 

Severance associated with cost reduction initiatives

 

 

40

 

 

 

 

43

 

 

 

 

5,121

 

 

 

 

484

 

Adjusted operating earnings

$

 

35,808

 

 

$

 

20,285

 

 

$

 

113,655

 

 

$

 

66,913

 

Reconciliation of operating earnings (loss) to adjusted operating earnings (loss) by segment:

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

9,191

 

 

$

 

11,699

 

 

$

 

34,990

 

 

$

 

36,564

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(130

)

Restructuring, asset impairment and other

 

 

6,538

 

 

 

 

1,043

 

 

 

 

19,222

 

 

 

 

10,724

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

2,262

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

 

2,204

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

265

 

 

 

 

2,877

 

Organizational realignment costs

 

 

 

 

 

 

495

 

 

 

 

 

 

 

 

960

 

Expenses associated with tax planning

 

 

(8

)

 

 

 

 

 

 

 

44

 

 

 

 

 

Pension termination

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

26

 

Severance associated with cost reduction initiatives

 

 

 

 

 

 

31

 

 

 

 

3,143

 

 

 

 

392

 

Adjusted operating earnings

$

 

15,721

 

 

$

 

15,487

 

 

$

 

59,926

 

 

$

 

53,617

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

22,318

 

 

$

 

6,726

 

 

$

 

59,416

 

 

$

 

14,600

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

242

 

 

 

 

1,494

 

Restructuring charges (gains) and asset impairment

 

 

5

 

 

 

 

253

 

 

 

 

1,233

 

 

 

 

(509

)

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

164

 

 

 

 

1,845

 

Organizational realignment costs

 

 

 

 

 

 

318

 

 

 

 

 

 

 

 

616

 

Expenses associated with tax planning

 

 

(5

)

 

 

 

 

 

 

 

27

 

 

 

 

 

Pension termination

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

17

 

Severance associated with cost reduction initiatives

 

 

9

 

 

 

 

12

 

 

 

 

1,441

 

 

 

 

83

 

Adjusted operating earnings

$

 

22,569

 

 

$

 

7,319

 

 

$

 

62,523

 

 

$

 

18,146

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

$

 

(2,511

)

 

$

 

(2,646

)

 

$

 

(9,406

)

 

$

 

(5,806

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

64

 

 

 

 

706

 

Organizational realignment costs

 

 

 

 

 

 

122

 

 

 

 

 

 

 

 

236

 

Expenses associated with tax planning

 

 

(2

)

 

 

 

 

 

 

 

11

 

 

 

 

 

Pension termination

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

5

 

Severance associated with cost reduction initiatives

 

 

31

 

 

 

 

 

 

 

 

537

 

 

 

 

9

 

Adjusted operating loss

$

 

(2,482

)

 

$

 

(2,521

)

 

$

 

(8,794

)

 

$

 

(4,850

)

Notes: Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

Adjusted operating earnings is not a measure of performance under accounting principles generally accepted in the United States of America and should not be considered as a substitute for operating earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

Table 4: Reconciliation of Earnings (loss) from Continuing Operations to

Adjusted Earnings from Continuing Operations

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

12 Weeks Ended

 

 

 

October 3, 2020

 

 

October 5, 2019

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Earnings (loss) from continuing operations

$

 

19,952

 

 

$

 

0.56

 

 

$

 

(310

)

 

$

 

(0.01

)

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring, asset impairment and other

 

 

6,543

 

 

 

 

 

 

 

 

 

1,296

 

 

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

Organizational realignment costs

 

 

 

 

 

 

 

 

 

 

 

935

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

329

 

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

40

 

 

 

 

 

 

 

 

 

43

 

 

 

 

 

 

 

Expenses associated with tax planning

 

 

(15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension termination

 

 

 

 

 

 

 

 

 

 

 

10,159

 

 

 

 

 

 

 

Total adjustments

 

 

6,810

 

 

 

 

 

 

 

 

 

14,966

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(1,830

)

 

 

 

 

 

 

 

 

(3,751

)

 

 

 

 

 

 

Impact of CARES Act (b)

 

 

212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

5,192

 

 

 

 

0.14

 *

 

 

11,215

 

 

 

 

0.31

 

 

Adjusted earnings from continuing operations

$

 

25,144

 

 

$

 

0.70

 

 

$

 

10,905

 

 

$

 

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40 Weeks Ended

 

 

 

October 3, 2020

 

 

October 5, 2019

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Earnings from continuing operations

$

 

63,821

 

 

$

 

1.78

 

 

$

 

444

 

 

$

 

0.01

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

242

 

 

 

 

 

 

 

 

 

1,364

 

 

 

 

 

 

 

Restructuring, asset impairment and other

 

 

20,455

 

 

 

 

 

 

 

 

 

10,215

 

 

 

 

 

 

 

Fresh Cut operating losses

 

 

2,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fresh Kitchen operating losses

 

 

 

 

 

 

 

 

 

 

 

2,204

 

 

 

 

 

 

 

Costs associated with Project One Team

 

 

493

 

 

 

 

 

 

 

 

 

5,428

 

 

 

 

 

 

 

Organizational realignment costs

 

 

 

 

 

 

 

 

 

 

 

1,812

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

329

 

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

5,121

 

 

 

 

 

 

 

 

 

484

 

 

 

 

 

 

 

Expenses associated with tax planning

 

 

82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension termination

 

 

(1,004

)

 

 

 

 

 

 

 

 

19,510

 

 

 

 

 

 

 

Total adjustments

 

 

27,651

 

 

 

 

 

 

 

 

 

41,346

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(6,827

)

 

 

 

 

 

 

 

 

(10,166

)

 

 

 

 

 

 

Impact of CARES Act (b)

 

 

(9,298

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

11,526

 

 

 

 

0.32

 

 

 

 

31,180

 

 

 

 

0.86

 

 

Adjusted earnings from continuing operations

$

 

75,347

 

 

$

 

2.10

 

 

$

 

31,624

 

 

$

 

0.87

 

 

* Includes rounding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

The income tax effect on adjustments is computed by applying the applicable tax rate to the adjustments.

(b)

 

Represents tax impacts attributable to the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, primarily related to additional deductions and the utilization of net operating loss carrybacks.

Notes: Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines as earnings from continuing operations plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

Adjusted earnings from continuing operations is not a measure of performance under accounting principles generally accepted in the United States of America and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Table 5: Reconciliation of Long-Term Debt and Finance Lease Obligations to Net Long-Term Debt

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

October 3,

 

 

December 28,

 

(In thousands)

2020

 

 

2019

 

Current portion of long-term debt and finance lease liabilities

$

 

5,338

 

 

$

 

6,349

 

Long-term debt and finance lease liabilities

 

 

540,920

 

 

 

 

682,204

 

Total debt

 

 

546,258

 

 

 

 

688,553

 

Cash and cash equivalents

 

 

(26,903

)

 

 

 

(24,172

)

Net long-term debt

$

 

519,355

 

 

$

 

664,381

 

Notes: Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease obligations plus current maturities of long-term debt and finance lease obligations less cash and cash equivalents. The Company believes both management and its investors find the information useful because it reflects the amount of long-term debt obligations that are not covered by available cash and temporary investments. Net long-term debt is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Table 6: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

Net cash provided by operating activities

$

 

223,832

 

 

$

 

140,034

 

Less:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

45,880

 

 

 

 

46,905

 

Free cash flow

$

 

177,952

 

 

$

 

93,129

 

Notes: Free cash flow is a non-GAAP financial measure calculated by subtracting capital expenditures from cash flows provided by operating activities, the most directly comparable GAAP measure. The Company believes it is a useful indicator of liquidity that provides information to both management and investors about the amount of cash generated from operations that, after capital expenditures, can be used for strategic business objectives, including the repayment of long-term debt. Free cash flow is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Table 7: Reconciliation of Purchases of Property and Equipment to Capital Expenditures and IT Capital

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

40 Weeks Ended

 

(In thousands)

October 3, 2020

 

 

October 5, 2019

 

Purchases of property and equipment

$

 

45,880

 

 

$

 

46,905

 

Plus:

 

 

 

 

 

 

 

 

 

Cloud computing spend

 

 

7,658

 

 

 

 

 

Capital expenditures and IT capital

$

 

53,538

 

 

$

 

46,905

 

Notes: Capital expenditures and IT capital is a non-GAAP financial measure calculated by adding spending related to the development of cloud computing applications spend to capital expenditures, the most directly comparable GAAP measure. Cloud computing spend only includes costs incurred during the application development phase and does not include ongoing costs of hosting or maintenance associated with these applications, which are expensed as incurred. The Company believes it is a useful indicator of the Company’s investment in its facilities and systems as it transitions to more cloud-based IT systems. Capital expenditures and IT capital is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Table 8: Reconciliation of Projected Earnings per Diluted Share from Continuing Operations to

Projected Adjusted Earnings per Diluted Share from Continuing Operations

(A Non-GAAP Financial Measure)

(Unaudited)

 
 

 

53 Weeks Ending

January 2, 2021

 

 

Low

 

 

High

 

Earnings from continuing operations

$

 

2.09

 

 

$

 

2.17

 

Adjustments, net of taxes:

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration expenses

 

 

0.01

 

 

 

 

0.01

 

Costs associated with Project One Team

 

 

0.01

 

 

 

 

0.01

 

Pension termination

 

 

(0.02

)

 

 

 

(0.02

)

Restructuring and asset impairment

 

 

0.43

 

 

 

 

0.43

 

Severance associated with cost reduction initiatives

 

 

0.11

 

 

 

 

0.11

 

Fresh Cut operating losses

 

 

0.05

 

 

 

 

0.05

 

Impact of CARES Act

 

 

(0.26

)

 

 

 

(0.26

)

Adjusted earnings from continuing operations

$

 

2.42

 

 

$

 

2.50

 

 

Investors:

Mark Shamber

Chief Financial Officer and Executive Vice President

(616) 878-8023

Chris Mandeville

ICR

(203) 682-8304

Jeff Sonnek

ICR

(646) 277-1263

Media:

Meredith Gremel

Vice President Corporate Affairs and Communications

(616) 878-2830

KEYWORDS: United States North America Michigan

INDUSTRY KEYWORDS: Retail Supermarket Food/Beverage

MEDIA:

TELA Bio Announces Third Quarter 2020 Financial Results

MALVERN, Pa., Nov. 11, 2020 (GLOBE NEWSWIRE) — TELA Bio, Inc. (“TELA”) (Nasdaq: TELA), a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction, today reported financial results for the third quarter ended September 30, 2020. 

Recent Highlights

  • Reported revenue of $5.3 million for the third quarter of 2020, increasing 34% over the third quarter of 2019
     
  • Presented additional data from the BRAVO post-market study, further demonstrating a low incidence of surgical site infections and occurrences and an initial two-year hernia recurrence rate of zero
     
  • Strategically added to commercial sales team and continued to educate surgeons through TELA LIVE virtual programs

“I am pleased with our strong third quarter results and proud of our team in continuing to execute and deliver to our customers and patients despite the ongoing challenges associated with the current pandemic,” said Antony Koblish, co-founder, President and Chief Executive Officer of TELA Bio. “While we are encouraged by the healthy rebound we saw in hernia procedures in the third quarter, there continues to be uncertainty in light of the increased number of daily COVID-19 cases in certain regions of the country. However, we remain cautiously optimistic and prepared as a team to meet the challenges of these dynamic times and adapt our commercial plan to ensure that we can continue to support our customers and advance our mission of improving patient care and outcomes.”

Third Quarter 2020 Financial Results

Revenue was $5.3 million for the third quarter of 2020, an increase of 34% compared to the prior year period. Despite strong quarterly revenue, revenue growth in the third quarter was impacted by lower than expected procedural volumes as a result of hospitals and patients deferring elective procedures and other factors related to the COVID-19 pandemic.

Gross profit was $3.3 million for the third quarter of 2020, or 62% of revenue, compared to $2.6 million, or 66% of revenue, in the same period in 2019. The decrease in gross margin was due to the increase in the charge for excess and obsolete inventory adjustments as a percentage of revenue.

Operating expenses were $10.2 million in the third quarter of 2020, compared to $6.5 million in the same period in 2019. The increase was due to the expansion of our commercialization activities, increased outside development expenses and increased costs associated with operating as a public company, which were partially offset by lower travel and consulting expenses resulting from the cost containment actions taken in response to the COVID-19 pandemic.

Loss from operations was $6.9 million in the third quarter of 2020, compared to a loss from operations of $3.9 million in the same period in 2019.

Net loss was $7.7 million in the third quarter of 2020, compared to a net loss of $4.7 million in the same period in 2019.

Total cash and cash equivalents at September 30, 2020 were $81.5 million.

Financial Outlook

There is considerable uncertainty and lack of visibility regarding the Company’s near-term revenue growth prospects and product development plans due to the rapidly evolving environment resulting from the COVID-19 pandemic. The COVID-19 pandemic is a highly fluid situation, and it is not currently possible for the Company to reasonably estimate the impact that it may have on financial and operating results.  Accordingly, TELA Bio will not be providing 2020 financial guidance. 

Conference Call and Webcast Details

The Company will host a live conference call and webcast to discuss these results and provide a corporate update on Wednesday, November 11, 2020, at 4:30 PM ET.

To participate in the call, please dial (855) 548-1219 (domestic) or (409) 217-8881 (international) and provide conference ID 1670209. The live webcast will be available on the Events & Presentations page of the Investors section of TELA’s website.

About TELA Bio, Inc.

TELA Bio, Inc. is a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction. TELA’s products are designed to improve on shortcomings of existing biologics and minimize long-term exposure to permanent synthetic material. TELA’s portfolio is supported by quality, data-driven science and extensive pre-clinical research that has consistently demonstrated advantages over other commercially available products.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of TELA’s management. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: the impact to our business of the ongoing COVID-19 pandemic, including but not limited to any impact on our ability to market our products, demand for our products due to deferral of procedures using our products or disruption in our supply chain, our ability to achieve or sustain profitability, our ability to gain market acceptance for our products and to accurately forecast and meet customer demand, our ability to compete successfully, our ability to enhance our product offerings, development and manufacturing problems, capacity constraints or delays in production of our products, maintenance of coverage and adequate reimbursement for procedures using our products, product defects or failures. These and other risks and uncertainties are described more fully in the “Risk Factors” section and elsewhere in our filings with the Securities and Exchange Commission and available at www.sec.gov, including in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and TELA assumes no obligation to updates to our forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.

TELA Bio Contact

Stuart Henderson
Vice President, Corporate Development and Investor Relations
TELA Bio, Inc.
484-320-2930

Investor Contact
Greg Chodaczek
347-620-7010 
[email protected]

TELA Bio, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

           
  September 30,    December 31, 
  2020
     2019
Assets          
Current assets:          
Cash and cash equivalents $ 81,467     $ 45,302  
Short-term investments         9,285  
Accounts receivable, net   2,640       2,836  
Inventory   4,042       4,603  
Prepaid expenses and other assets   867       2,308  
Total current assets   89,016       64,334  
Property and equipment, net   652       677  
Intangible assets, net   2,683       2,911  
Total assets $ 92,351     $ 67,922  
           
Liabilities and stockholders’ equity          
Current liabilities:          
Accounts payable $ 976     $ 3,171  
Accrued expenses and other current liabilities   4,369       3,542  
Total current liabilities   5,345       6,713  
Long‑term debt with related party   30,673       30,243  
Other long‑term liabilities         4  
Total liabilities   36,018       36,960  
           
Stockholders’ equity:          
Preferred stock; $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding          
Common stock; $0.001 par value: 200,000,000 shares authorized; 14,432,472 and 11,406,976 shares issued and 14,432,220 and 11,406,221 shares outstanding at September 30, 2020 and December 31, 2019, respectively   14       11  
Additional paid-in capital   245,199       198,829  
Accumulated other comprehensive loss   (17 )     (19 )
Accumulated deficit   (188,863 )     (167,859 )
Total stockholders’ equity   56,333       30,962  
Total liabilities and stockholders’ equity $ 92,351     $ 67,922  

TELA Bio, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

                       
  Three months ended   Nine months ended
  September 30,    September 30, 
  2020
  2019
  2020
  2019
Revenue $ 5,313     $ 3,973     $ 12,546     $ 10,582  
Cost of revenue (excluding amortization of intangible assets)   1,950       1,293       4,746       4,045  
Amortization of intangible assets   76       76       228       228  
Gross profit   3,287       2,604       7,572       6,309  
Operating expenses:                      
Sales and marketing   6,342       4,736       15,734       12,678  
General and administrative   2,607       1,208       7,274       3,737  
Research and development   1,201       516       3,092       3,230  
Total operating expenses   10,150       6,460       26,100       19,645  
Loss from operations   (6,863 )     (3,856 )     (18,528 )     (13,336 )
Other (expense) income:                      
Interest expense   (898 )     (899 )     (2,661 )     (2,725 )
Change in fair value of preferred stock warrant liability         34             (4 )
Other income   58       55       185       172  
Total other (expense) income   (840 )     (810 )     (2,476 )     (2,557 )
Net loss   (7,703 )     (4,666 )     (21,004 )     (15,893 )
Accretion of redeemable convertible preferred stock to redemption value         (2,058 )           (6,843 )
Net loss attributable to common stockholders $ (7,703 )   $ (6,724 )   $ (21,004 )   $ (22,736 )
Net loss per common share, basic and diluted $ (0.53 )   $ (22.58 )   $ (1.69 )   $ (76.62 )
Weighted average common shares outstanding, basic and diluted   14,421,990       297,750       12,431,257       296,743  
Comprehensive loss:                      
Net loss $ (7,703 )   $ (4,666 )   $ (21,004 )   $ (15,893 )
Foreign currency translation adjustment   (29 )     1       2       (2 )
Comprehensive loss $ (7,732 )   $ (4,665 )   $ (21,002 )   $ (15,895 )

ECN Capital Reports US$0.10 in Adjusted Net Income per Common Share in Q3-2020

Solid Q3 Results

TORONTO, Nov. 11, 2020 (GLOBE NEWSWIRE) — ECN Capital Corp. (TSX: ECN) (“ECN Capital” or the “Company”) today reported financial results for the three-month period ended September 30, 2020.

For the three-month period ended September 30, 2020, ECN Capital reported Adjusted netincomeapplicable to common shareholders from continuing operations of $23.3 million or $0.10 per share (basic) versus $17.0 million or $0.07 per share (basic) for the previous three-month period ended June 30, 2020 and $18.2 million or $0.08 per share (basic) for the same period last year.

“ECN’s strong Q3 earnings of $0.10, reflects ongoing strength in each of our businesses, which was apparent before Covid-19 and has continued in its face.”, said Steven Hudson, CEO of ECN Capital Corp. “We are reiterating guidance for 2020 at $0.31-$0.33, which is 15-22% above 2019 and given our performance confidently reiterating our guidance for 2021 at $0.44 – $0.53. I am very pleased with the resiliency of each of our businesses and look forward updating everyone at our Investor Day on February 4, 2021”

Originations for the three-month period ended September 30, 2020 were $842 million versus $676 million in the previous three-month period and $639 million for the same period last year.

Total Earning Assets
Manage
d
and Advis
ory as at September 30, 2020 were $32.2 billion, versus $33.3 billion as at June 30, 2020 and $32.6 billion at September 30, 2019.

Adjusted
EBITDA for the three-month period ended September 30, 2020 was $38.9 million versus $31.3 million for the previous three-month period and $34.0 million for the same period last year.

Operating Expenses for the three-month period ended September 30, 2020 were $30.6 million versus $29.9 million reported for the previous three-month period and $29.3 million for the same period last year.

Net Income
(loss)
attributable to common shareholders for the three-month period ended September 30, 2020 was $5.6 million versus ($1.8) million for the previous three-month period and $2.4 million for the same period last year.

Dividends Declared

The Company’s Board of Directors has authorized and declared a quarterly dividend of $0.025 per outstanding common share to be paid on December 31, 2020 to shareholders of record at the close of business on December 15, 2020. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

The Company’s Board of Directors declared the following dividends on ECN Capital’s preferred shares:

  • A quarterly dividend of $0.40625 per outstanding Cumulative 5-Year Rate Reset Preferred Share, Series A (TSX: ECN.PR.A) payable on December 31, 2020 to shareholders of record on the close of business on December 15, 2020. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).
  • A quarterly dividend of $0.390625 per outstanding Cumulative 5-Year Rate Reset Preferred Share, Series C (TSX: ECN.PR.C) payable on December 31, 2020 to shareholders of record on the close of business on December 15, 2020. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

Webcast

The Company will host its analyst briefing to discuss these results commencing at 5:30 PM (ET) on Wednesday, November 11, 2020. The call can be accessed as follows:

Webcast http://services.choruscall.ca/links/ecncapitalcorp20201111.html
   
Toll-free dial in North America 1-800-319-8560
International 1-604-638-5345
Passcode 47234#
   
Presentation slides
http://ecncapitalcorp.com/investors/presentations

The webcast will be available until December 11, 2020. A recording of the conference call may also be accessed until February 11, 2021 by dialing 1-800-319-6413 and entering the passcode 5576#.

Non-IFRS Measures

The Company’s interim unaudited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the accounting policies we adopted in accordance with IFRS.

The Company believes that certain Non-IFRS Measures can be useful to investors because they provide a means by which investors can evaluate the Company’s underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business of a given period. Throughout this Press Release, management used a number of terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations. A full description of these measures can be found in the Management Discussion & Analysis that accompanies the financial statements for the three and nine-month periods ended September 30, 2020.

ECN Capital’s Management Discussion and Analysis as at and for the three and nine-month periods ended September 30, 2020 has been filed on SEDAR (www.sedar.com) and is available under the investor section of the Company’s website (www.ecncapitalcorp.com).

About ECN Capital Corp.

With managed and advised assets of US$32 billion, ECN Capital Corp. (TSX: ECN) is a leading provider of business services to North American based banks, credit unions, life insurance companies, pension funds and investment funds (collectively our “Partners”). ECN Capital originates, manages and advises on credit assets on behalf of its Partners, specifically unsecured loan portfolios, secured loan portfolios and credit card portfolios. Our Partners are seeking high quality assets to match with their deposits or other liabilities. These services are offered through three operating businesses: Service Finance, Triad Financial Services and The Kessler Group.

Contact

John Wimsatt
647-649-4634
[email protected]

Forward-looking Statements

This release includes forward-looking statements regarding ECN Capital and its business. Such statements are based on the current expectations and views of future events of ECN Capital’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this press release include those relating to
the future financial and operating performance of ECN Capital, the strategic advantages, business plans and future opportunities of ECN Capital and the ability of ECN Capital to access adequate funding sources, identify and execute on acquisition opportunities and transition t
o an asset management business.
The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting ECN Capital, including risks regarding the equipment finance industry, economic factors, and many other factors bey
ond the control of ECN Capital.
No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information.
A discussion of the material risks and assumptions associated with this outlook can be fou
nd in ECN Capital’s
September
30
,
20
20
MD&A and
201
9
AIF Di
sclosure Document dated March
26
,
20
20
which
ha
ve
been filed on SEDAR and can be accessed at
www.sedar.com
.
Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and ECN Capital does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

OpGen Reports Third Quarter 2020 Financial Results and Provides Business Update

  • OpGen takes strategic steps to expand the Unyvero platform and product pipeline, to focus on the pending Acuitas AMR Gene Panel (isolates) FDA clearance and expects to invest significantly in bioinformatics
  • OpGen subsidiary Ares Genetics received notification of exercise of option to negotiate for a potential future license by its IVD Partner
  • OpGen
    has
    discontinue
    d
    Acuitas AMR Gene Panel (urine) clinical trial and
    will
    discontinue FISH product line globally by mid-2021
  • Total Revenue for Q3 2020 was approximately $1.
    1
    million dollars
  • Maintained strong balance sheet with $10.
    5
    million cash as of September 30, 2020

Conference call to be held at 4:30 p.m. Eastern Time today

GAITHERSBURG, Md., Nov. 11, 2020 (GLOBE NEWSWIRE) — OpGen, Inc. (Nasdaq: OPGN, “OpGen”), a precision medicine company harnessing the power of molecular diagnostics and bioinformatics to help combat infectious disease, reported today its financial and operating results for the three and nine months ended September 30, 2020 and provided a business update. Total OpGen revenue for the third quarter of 2020 was approximately $1.1 million, up from $0.6 million in the third quarter of 2019. The financial results for the three months ended September 30, 2020 reflect the consummation of our business combination with Curetis GmbH on April 1, 2020. OpGen’s cash as of September 30, 2020 was approximately $10.5 million. The company has access to an additional $6.4 million under its expanded ATM program and has 594,000 warrants outstanding at an average exercise price of $2.16. In addition, the Company continues to have access to an additional €5.0 million tranche of non-dilutive debt financing for COVID-19 related R&D programs from the European Investment Bank.

As previously reported, OpGen announced details regarding a strategic reprioritization of its product portfolio, platform pipeline and priorities going forward. This reprioritization was based on feedback from extensive market research, a customer survey of 150 stakeholders in the decision making on new diagnostic platforms, and key-opinion-leader interviews conducted by an independent market research firm over the past two quarters. Following a review of this research, OpGen and its board decided to consolidate the company’s product portfolio on its proprietary Unyvero platform and unique bioinformatics capabilities. As a result of this change in priority, the company anticipates the following key impacts:

  • Product portfolio going forward is centered around rapid, molecular diagnostic platform offerings and increased focus on value added bioinformatics solutions, including Ares Genetics’ next generation sequencing-based and artificial intelligence powered AMR and AST prediction capabilities.
  • Following the successful completion of the three phases of the partnered R&D program as announced in the during our second quarter 2020 earnings call, Ares Genetics has recently received formal notification from its undisclosed global leading IVD corporation partner that they have exercised their option to exclusively negotiate with Ares Genetics the scope and terms of a potential exclusive license or other arrangement with Ares to Ares Genetics’ technology in the field of human clinical diagnostics in the coming months.
  • Platform consolidation to realize significant operational synergies and cost savings over time as fewer products and platforms would need to be maintained from a regulatory, quality management and logistics and service standpoint.
  • Unyvero platform and product portfolio to be expanded beyond lower respiratory tract infections such as pneumonia (LRT / LRT BAL) to include complicated urinary tract infections (cUTI) and invasive joint infections (IJI) in the U.S. with clinical trials for future FDA submission and clearance anticipated to start in 2021. Similar products in both clinical indication areas using the same sample types have already been successfully developed and CE-IVD marked and are commercially available in Europe and other markets.
  • Recent notification from the FDA has indicated that the agency plans to continue prioritizing emergency use authorization (EUA) requests for diagnostic products intended to address the COVID-19 pandemic for at least the remainder of the year, which will impact the statutory review periods for ongoing submissions. During this time, the FDA plans to provide monthly updates regarding the ongoing impact of such prioritization of EUAs on our Acuitas AMR Gene Panel for Isolates submission. Despite such impact, OpGen has remained in open and ongoing dialogue with the FDA regarding the status of the Acuitas AMR Gene Panel for Isolates submission since our October 2020 formal response to the FDA’s Additional Information (AI) requests. If the Acuitas AMR Gene Panel for Isolates is cleared by the FDA, OpGen anticipates swift commercial launch in the U.S. in the following months.
  • Legacy FISH products business including Quick FISH® and PNA FISH® to be discontinued by mid-2021 in Europe, the U.S. and rest of world with last production lots to be manufactured in early 2021. All customers in the U.S. and distributors in Europe have been informed of the discontinuation and OpGen expects last stocking orders to come in by year-end with several orders already received.
  • Acuitas AMR Gene Panel (urine) clinical trial has been discontinued and all clinical trial sites have been notified as focus shifts to Unyvero platform for complicated UTI indication as well as additional future applications.

Oliver Schacht, President and CEO of OpGen commented, “Reprioritization efforts including the consolidation of our product portfolio highlights our focus on rapid, molecular diagnostic offerings and bioinformatics as we look to 2021 and beyond. Additionally, the discontinuation of the Acuitas AMR Gene Panel (urine) clinical trial and the Legacy FISH products business will result in significant operational synergies and cost savings for OpGen. We believe this shift will create meaningful, long term shareholder value for our investors, partners and healthcare provides alike as we continue to establish ourselves as industry leaders in molecular diagnostics and bioinformatics space.”

Third
Quarter
and
Nine Month
2020
F
inancial Results

  • Total revenue for the third quarter of 2020 was approximately $1.1 million, up from $0.6 million in the third quarter of 2019. Total revenue for the nine months ended September 30, 2020 was $2.9 million, compared with $2.7 million for the nine months ended September 30, 2019;
  • Operating expenses for the third quarter of 2020 were $7.2 million, compared with $4.1 million in the third quarter of 2019. Operating expenses for the nine months ended September 30, 2020 were $19.6 million, compared with $12.4 million for the nine months ended September 30, 2019;
  • The net loss for the third quarter of 2020 was $7.7 million or $0.40 per share, compared with $3.5 million or $3.95 per share in the third quarter of 2019. The net loss for the nine months ended September 30, 2020 was $19.1 million or $1.36 per share, compared with a net loss of $9.9 million or $13.32 per share for the nine months ended September 30, 2019; and
  • Cash and cash equivalents were $10.5 million as of September 30, 2020.

The company also announced accomplishment of the following key milestones in the third quarter of 2020 and year to date:

  • OpGen’s subsidiary Curetis GmbH obtained CE mark certification in the European Union for its own SARS-CoV-2 Kit with PULB for the detection of SARS-CoV-2, the virus that causes COVID-19.
  • OpGen announced that subsidiary Ares Genetics GmbH won the Austrian national digitization award and was also nominated for the 40th Austrian Innovation Award for its artificial intelligence powered, next-generation sequencing based molecular antibiotic susceptibility test marketed under the brand name ARESupa – Universal Pathogenome Assay.
  • OpGen’s subsidiary Curetis GmbH was awarded EUR 350 thousand in non-dilutive grant funding in a collaboration project with InfectoGnostics campus at Jena University Hospital.
  • OpGen announced the award of a German Federal Government grant to its subsidiary, Curetis GmbH, and collaborators Carpegen GmbH and the Clinic for Small Animal Internal Medicine of the LMU Ludwig-Maximilians University to collaborate on a project focused on travel related and enteric diseases in small animals.
  • OpGen’s subsidiary Ares Genetics GmbH in collaboration with researchers from the Johns Hopkins University School of Medicine, announced the publishing of a peer-reviewed study on modifiable risk factors for the emergence of ceftolozane-tazobactam resistance in P. aeruginosa in the journal Clinical Infectious Diseases.
  • OpGen announced the release of a new peer-reviewed publication that demonstrates the clinical utility of the Unyvero LRT panel and its potential impact on antibiotic use in hospitalized patients with suspected pneumonia compared to treatment directed based on microbiological culture results.
  • OpGen successfully completed its study collaboration with Karolinska Institutet on bacterial co-infections in COVID-19 pneumonia patients and data on the Unyvero HPN Panel was presented by the Karolinska investigators at ECCVID 2020.
  • OpGen significantly improved its working capital position in the third quarter of 2020 through the sale of approximately 1.8 million shares of common stock under the company’s ATM program and the exercise of warrants from the October 2019 financing for gross proceeds of $4.3 million during the third quarter. During the nine months ended September 30, 2020, the Company sold approximately 11.4 million shares of common stock under the company’s ATM program and upon exercise of warrants from the October 2019 offering for gross proceeds of $24.4 million.
  • The German Federal Ministry for Economic Affairs and Energy (BMWi) concluded its investigation of the OpGen business combination with Curetis with regards to its impact on the public order and security of the Federal Republic of Germany as well as national healthcare interests in the light of the current COVID-19 pandemic. No further action is expected from the Federal government on this matter.

Mr. Schacht commented, “I am pleased with our third quarter financial results and am encouraged by the exciting business updates that were issued this quarter including the CE mark certification for our SARS-CoV-2 Kit, notable awards and grants, peer-reviewed publications and the submission of our formal response letter to the FDA, which upon continued positive interactions with the FDA, makes us believe there should be a near-term clearance decision once the COVID-19 related FDA delays allow the agency to respond. In addition to the business and pipeline progress achieved this quarter, we are excited to provide further details about our reprioritization strategy aimed at creating both near-term and long-term growth potential for the company. As we wrap up 2020 OpGen is in a strong position to achieve pipeline and growth targets in the years ahead and I look forward to the company’s continued successes.”

Conference Call Information

OpGen’s management will host a conference call today, November 11 at 4:30 p.m. ET to discuss the third quarter financial results and other business activities, as well as answer questions. Dial-in information is below:

Dial-in Information

U.S. Dial-in Number: +1 (877) 705 6003
International Dial-in Number: +1 (201) 493 6725
Webcast: http://public.viavid.com/index.php?id=142176
Conference ID: 13712431

Following the conclusion of the conference call, a replay will be available through November 25, 2020. The live, listen-only webcast of the conference call may also be accessed by visiting the Investors section of the Company’s website at www.opgen.com. A replay of the webcast will be available following the conclusion of the call and will be archived on the Company’s website for 90 days. Replay access information is below:

Replay Information

U.S. Dial-in Number: +1 (844) 512 2921
International Dial-in Number: +1 (412) 317 6671
Replay PIN: 13712431

About OpGen, Inc.

OpGen, Inc. (Gaithersburg, MD, USA) is a precision medicine company harnessing the power of molecular diagnostics and bioinformatics to help combat infectious disease. Along with subsidiaries, Curetis GmbH and Ares Genetics GmbH, we are developing and commercializing molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life threatening infections to improve patient outcomes, and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs. OpGen’s product portfolio includes Unyvero, Acuitas AMR Gene Panel and Acuitas® Lighthouse, and the ARES Technology Platform including ARESdb, using NGS technology and AI-powered bioinformatics solutions for antibiotic response prediction.

For more information, please visit www.opgen.com.

Forward-Looking Statements

This press release includes statements regarding OpGen’s third quarter 2020 results, the company’s strategic portfolio and product pipeline priorities, the ongoing integration of OpGen with its acquired subsidiaries, Curetis GmbH and Ares Genetics GmbH, and the impact of COVID-19 on the company and general market conditions. These statements and other statements regarding OpGen’s future plans and goals constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations. Factors that could cause our results to differ materially from those described include, but are not limited to, our ability to successfully, timely and cost-effectively develop, seek and obtain regulatory clearance for and commercialize our product and services offerings, the rate of adoption of our products and services by hospitals and other healthcare providers, the realization of expected benefits of our business combination transaction with Curetis GmbH, the success of our commercialization efforts, the impact of COVID-19 on the Company’s operations, financial results, and commercialization efforts as well as on capital markets and general economic conditions, the effect on our business of existing and new regulatory requirements, and other economic and competitive factors. For a discussion of the most significant risks and uncertainties associated with OpGen’s business, please review our filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

OpGen:

Oliver Schacht
President and CEO
[email protected]

OpGen Press Contact:

Matthew Bretzius 
FischTank Marketing and PR
[email protected]

OpGen Investor Contact:

Megan Paul
Edison Group 
[email protected]

OpGen, Inc.
Consolidated Balance Sheets
(unaudited)
       
  September 30, 2020   December 31, 2019

Assets
     
Current assets      
Cash and cash equivalents $ 10,488,072     $ 2,708,223  
Accounts receivable, net   423,432       567,811  
Inventory, net   2,975,060       473,030  
Note receivable         2,521,479  
Prepaid expenses and other current assets   1,072,364       396,760  
Total current assets   14,958,928       6,667,303  
Property and equipment, net   3,370,847       130,759  
Finance lease right-of-use assets, net   571,329       958,590  
Operating lease right-of-use assets   1,373,418       1,043,537  
Goodwill   8,057,894       600,814  
Intangible assets, net   16,071,680       817,550  
Other noncurrent assets   300,744       203,271  
Total assets $ 44,704,840     $ 10,421,824  

Liabilities and Stockholders’ Equity
     
Current liabilities      
Accounts payable $ 1,240,351     $ 1,056,035  
Accrued compensation and benefits   2,003,002       855,994  
Accrued liabilities   2,664,581       1,046,661  
Deferred revenue   51,622       9,808  
Short-term notes payable   1,156,517       373,599  
Short-term finance lease liabilities   348,000       579,030  
Short-term operating lease liabilities   1,142,435       1,017,414  
Total current liabilities   8,606,508       4,938,541  
Note payable   18,159,433       329,456  
Deriviative liabilities   74,239        
Long-term finance lease liabilities   76,701       313,263  
Long-term operating lease liabilities   554,295       547,225  
Other long term liabilites   154,716        
Total liabilities   27,625,892       6,128,485  
Commitments      
Stockholders’ equity      
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at September 30, 2020 and December 31, 2019, respectively          
Common stock, $0.01 par value; 50,000,000 shares authorized; 19,799,348 and 5,582,280 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively   197,993       55,823  
Additional paid-in capital   208,892,463       178,779,814  
Accumulated deficit   (193,625,510 )     (174,524,983 )
Accumulated other comprehensive income/(loss)   1,614,002       (17,315 )
Total stockholders’ equity   17,078,948       4,293,339  
Total liabilities and stockholders’ equity $ 44,704,840     $ 10,421,824  
       
OpGen, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
               
  Three Months Ended September 30,   Nine Months Ended September 30,
  2020   2019   2020   2019
Revenue              
Product sales $ 601,562     $ 573,035     $ 1,569,799     $ 1,597,505  
Laboratory services   112,892       185       138,884     $ 5,435  
Collaboration revenue   342,311       75,000       1,153,400       1,075,000  
Total revenue   1,056,765       648,220       2,862,083       2,677,940  
Operating expenses              
Cost of products sold   1,350,296       262,373       2,340,766       681,568  
Cost of services   159,794       196,184       550,115       592,647  
Research and development   2,433,553       1,139,369       6,630,134       4,069,335  
General and administrative   2,356,413       1,560,706       6,549,432       4,901,136  
Sales and marketing   932,671       376,955       2,258,980       1,142,755  
Transaction costs         538,061       470,322       538,061  
Impairment of intangible assets               750,596        
Impairment of right-of-use asset                     520,759  
Total operating expenses   7,232,727       4,073,648       19,550,345       12,446,261  
Operating loss   (6,175,962 )     (3,425,428 )     (16,688,262 )     (9,768,321 )
Other (expense) income              
Interest and other income/(expense)   19,965       1,043       101,644       (8,213 )
Interest expense   (1,183,927 )     (49,099 )     (2,267,085 )     (142,672 )
Foreign currency transaction losses   (501,168 )     (8,954 )     (794,832 )     (9,426 )
Change in fair value of derivative financial instruments   165,497             548,008       67  
Total other expense   (1,499,633 )     (57,010 )     (2,412,265 )     (160,244 )
Loss before income taxes   (7,675,595 )     (3,482,438 )     (19,100,527 )     (9,928,565 )
Provision for income taxes                      
Net loss $ (7,675,595 )   $ (3,482,438 )   $ (19,100,527 )   $ (9,928,565 )
               
Net loss per common share – basic and diluted $ (0.40 )   $ (3.95 )   $ (1.36 )   $ (13.32 )
Weighted average shares outstanding – basic and diluted   19,116,864       882,280       14,016,896       745,471  
Net loss $ (7,675,595 )   $ (3,482,438 )   $ (19,100,527 )   $ (9,928,565 )
Other comprehensive income – foreign currency translation   1,266,901       7,298       1,631,317       5,174  
Comprehensive loss $ (6,408,694 )   $ (3,475,140 )   $ (17,469,210 )   $ (9,923,391 )

QIAGEN Launches Portable Digital SARS-CoV-2 Antigen Test That Can Accurately Analyze Over 30 Samples Per Hour

QIAGEN Launches Portable Digital SARS-CoV-2 Antigen Test That Can Accurately Analyze Over 30 Samples Per Hour

  • QIAreach™ SARS-CoV-2 Antigen Test, developed in partnership with Ellume, is an important step towards decentralized mass screening by processing samples in 2–15 minutes
  • Digital results for dozens of samples per hour and the ability to process antibody tests in parallel, setting new standards in scalability and flexibility
  • Test submitted to FDA for Emergency Use Authorization for US, CE-IVD marking for European Union and other markets expected by year’s end

HILDEN, Germany & GERMANTOWN, Md.–(BUSINESS WIRE)–
QIAGEN (NYSE: QGEN; Frankfurt Prime Standard: QIA) has started commercialization of a portable digital test in the United States that can be used by laboratories to detect SARS-CoV-2 antigens in people with active infections in 2-15 minutes. A point of care (POC) claim will be added and EUA amended later this year.

The QIAreach™ SARS-CoV-2 Antigen Test, developed in partnership with the Australian digital diagnostics company Ellume, sets new standards in scalability, validation and flexibility by processing more than 30 swab samples per hour, providing digital test results that do not require subjective interpretation, and allowing antibody tests to run simultaneously with antigen tests. This flexibility will be particularly valuable when vaccines are introduced.

QIAGEN has begun marketing and distributing QIAreach™ SARS-CoV-2 Antigen Test in the United States after applying for FDA emergency use authorization (EUA) for symptomatic patients. CE-IVD registration for European Union and other markets is expected as early as by the end of the year.

“As existing approaches often lack scalability and accuracy, antigen testing is playing an increasingly important role in national testing strategies as a complementary tool to PCR, the gold-standard for detecting active COVID-19 infections,” said Thierry Bernard, Chief Executive Officer of QIAGEN. “QIAreach SARS-CoV Antigen is a fast, digital and easy to use test that makes use of sensitive nanoparticle technology from Ellume. In as little as two minutes it allows objective reading of test results that provide clear qualitative interpretation. And it addresses the growing need for higher throughput testing for SARS-CoV-2 antigen by processing up to eight tests per hub simultaneously.”

Please find the full press release here

###

QIAGEN

Investor Relations

e-mail: [email protected]

John Gilardi

+49 2103 29 11711

Phoebe Loh

+49 2103 29 11457


Public Relations

e-mail: [email protected]


Thomas Theuringer

+49 2103 29 11826

Robert Reitze

+49 2103 29 11676

KEYWORDS: Maryland Switzerland United States Austria North America Europe Germany

INDUSTRY KEYWORDS: Medical Devices Health Infectious Diseases Research Science Biotechnology

MEDIA:

Resonant to Present at the Virtual Fall Investor Summit

GOLETA, Calif., Nov. 11, 2020 (GLOBE NEWSWIRE) — Resonant Inc. (NASDAQ: RESN), a leader in transforming the way radio frequency, or RF, front-ends are being designed and delivered for mobile handset and wireless devices, today announced that management will present at the Virtual Fall Investor Summit, hosted by Investor Summit Group and taking place November 16-18, 2020.

George B. Holmes, Chairman and Chief Executive Officer of Resonant, is scheduled to participate in one-on-one meetings throughout the event and will host a virtual presentation as follows:

Virtual Fall Investor Summit        

Date: Monday, November 16, 2020
Time: 3:30 p.m. Eastern time (12:30 p.m. Pacific time)
Webcast: https://www.webcaster4.com/Webcast/Page/2038/38523

A live audio webcast and archive of the summit presentation will be available using the webcast link above. For more information on the Investor Summit Group Virtual Fall Summit or to schedule a one-on-one meeting, please contact the Company’s investor relations contact or your Investor Summit Group representative.

About Resonant Inc.

Resonant (NASDAQ: RESN) is transforming the market for RF front-ends (RFFE) by disrupting the RFFE supply chain through the delivery of solutions that leverage our Infinite Synthesized Network (ISN) software tools platform, capitalize on the breadth of our IP portfolio, and are delivered through our services offerings. In a market that is critically constrained by limited designers, tools and capacity, Resonant addresses these critical problems by providing customers with ever increasing design efficiency, reduced time to market and lower unit costs. Customers leverage Resonant’s disruptive capabilities to design cutting edge filters and modules, while capitalizing on the added stability of a diverse supply chain through Resonant’s fabless ecosystem-the first of its kind. Working with Resonant, customers enhance the connectivity of current mobile devices, while preparing for the demands of emerging 5G applications.

To learn more about Resonant, view the series of videos published on its website that explain Resonant’s technologies and market positioning:

For more information, please visit www.resonant.com.

Resonant uses its website (https://www.resonant.com) and LinkedIn page (https://www.linkedin.com/company/resonant-inc-/) as channels of distribution of information about its products, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and Resonant may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the company’s website and its social media accounts in addition to following the company’s press releases, SEC filings, public conference calls, and webcasts.

About Resonant’s ISN
®
Technology

Resonant can create designs for difficult bands, modules and other complex RF Front End requirements that we believe have the potential to be manufactured for half the cost and developed in half the time of traditional approaches. ISN is a suite of proprietary mathematical methods, software design tools and network synthesis techniques that enable us to explore a much larger set of possible design solutions that regularly incorporate our proprietary technology. We then quickly deliver design simulations to our customers, which they manufacture or have manufactured by one of our foundry partners. These improved solutions still use Surface Acoustic Wave (SAW) or Temperature Compensated Surface Acoustic Wave (TC-SAW) manufacturing methods and perform as well as those using higher cost manufacturing methods such as Bulk Acoustic Wave (BAW). Resonant’s method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant’s models are fundamental, integration with its foundry and fab customers is seamless because its models speak the “fab language” of basic material properties and dimensions.

Investor Relations Contact:

Greg Falesnik or Brooks Hamilton
MZ Group – MZ North America
(949) 546-6326
[email protected]