Market Newsdesk

November 11, 2020 4:10 pm

SHAREHOLDER ALERT: Pomerantz Law Firm Reminds Shareholders with Losses on their Investment in Mesoblast Limited of Class Action Law Suit and Upcoming Deadline – MESO

NEW YORK, Nov. 11, 2020 (GLOBE NEWSWIRE) — Pomerantz LLP announces that a class action lawsuit has been filed against Mesoblast Limited (“Mesoblast” or the “Company”) (NASDAQ: MESO) and certain of its officers. The class action, filed in United States District Court for the Southern District of New York, and docketed under 20-cv-09111, is on behalf of a class consisting of all persons other than Defendants who purchased or otherwise, acquired Mesoblast securities between April 16, 2019 and October 1, 2020, inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants under the Securities Exchange Act of 1934 (the “Exchange Act”).

If you are a shareholder who purchased Mesoblast securities during the class period, you have until December 7, 2020, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.

[Click here for information about joining the class action]

Mesoblast develops allogeneic cellular medicines using its proprietary mesenchymal lineage cell therapy platform. Its lead product candidate, RYONCIL (remestemcel-L), is an investigational therapy comprising mesenchymal stem cells derived from bone marrow. In February 2018, the Company announced that remestemcel-L met its primary endpoint in a Phase 3 trial to treat children with steroid refractory (“SR”) acute graft versus host disease (“aGVHD”).

In early 2020, Mesoblast completed its rolling submission of its Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) to secure marketing authorization to commercialize remestemcel-L for children with steroid refractory aGVHD.

The complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operational, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) comparative analyses between Mesoblast’s Phase 3 trial and three historical studies did not support the effectiveness of remestemcel-L for steroid refractory aGVHD because of design differences between the four studies; (ii) as a result, the FDA was reasonably likely to require further clinical studies; (iii) as a result, the commercialization of remestemcel-L in the U.S. was likely to be delayed; and (iv) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

On August 11, 2020, the FDA released briefing materials for its Oncologic Drugs Advisory Committee (“ODAC”) meeting to be held on August 13, 2020. Therein, the FDA stated that Mesoblast provided post hoc analyses of other studies “to further establish the appropriateness of 45% as the null Day-28 ORR” for its primary endpoint. The briefing materials stated that, because of design differences between these historical studies and Mesoblast’s submitted study, “it is unclear that these study results are relevant to the proposed indication.”

On this news, the Company’s American Depositary Share (“ADS”) price fell $6.09 per share, or approximately 35%, to close at $11.33 per share on August 11, 2020, on unusually heavy trading volume.

On October 1, 2020, Mesoblast disclosed that it had received a Complete Response Letter (“CRL”) from the FDA regarding its marketing application for remestemcel-L for treatment of SR-aGVHD in pediatric patients. According to the CRL, the FDA recommended that the Company “conduct at least one additional randomized, controlled study in adults and/or children to provide further evidence of the effectiveness of remestemcel-L for SR-aGVHD.” The CRL also “identified a need for further scientific rationale to demonstrate the relationship of potency measurements to the product’s biologic activity.”

On this news, the Company’s ADS price fell $6.56 per share, or over 35%, to close at $12.03 per share on October 2, 2020, on unusually heavy trading volume.

The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com.

CONTACT:
Robert S. Willoughby
Pomerantz LLP
[email protected]
888-476-6529 ext. 7980

November 11, 2020 4:09 pm

cbdMD Engages Leading Biotech Firm IONTOX to Validate Its Patent Pending Superior Broad Spectrum Blend

cbdMD Engages Leading Biotech Firm IONTOX to Validate Its Patent Pending Superior Broad Spectrum Blend

Validation Creates Pathway For New Water-Soluble Formulation For Beverages

CHARLOTTE, N.C.–(BUSINESS WIRE)–
cbdMD, Inc. (NYSE American: YCBD, YCBD.PR.A), one of the nation’s leading and most highly trusted and recognized cannabidiol (CBD) brands, announced today that it has retained nationally recognized biotechnology company IONTOX (https://www.iontox.com), to validate the Company’s patent pending proprietary cannabinoid formulations. On July 9, 2020, cbdMD announced it had filed provisional patents on its novel formulations and delivery systems. This is the next step in demonstrating the safety and efficacy of those formulations, including a new water-soluble formulation for beverages.

“IONTOX has extensive expertise in in vitro technology which utilizes novel techniques and testing methods for the safety of botanical dietary ingredients. These analyses will provide valuable insight to both current and future product formulation for cbdMD and we are honored that such a respected company would select IONTOX for this important research,” said Jim McKim, President of IONTOX.

“As part of our ongoing science based approach, we are staying ahead of current safety and testing methods by seeking to validate our patent pending proprietary cannabinoid blends and delivery systems. In addition to seeking FSA approval in the United Kingdom and our preparations for an eventual NDIN submission to the FDA, we are committed to the underlying science as demonstrated by our partnership with IONTOX, who have worked with some of the biggest names in research, such as: Dow, Unilever, Amway, Pfizer, Biogen and L’Oréal Paris. Working with IONTOX not only helps cbdMD’s regulatory submissions, but also demonstrates our commitment to leading with science. We continue our commitment as a leader in the development of innovative novel CBD products,” said Chairman & Co-CEO, Martin A. Sumichrast.

About IONTOX

IONTOX is a biotechnology company founded in 2014 dedicated to providing expertise to the area of in vitro toxicology, with a mission to build improved methods for predicting human adverse effects from chemical exposure. From laboratories located in Kalamazoo, Michigan, IONTOX serves a global client base in the pharmaceutical, cosmetic, chemical, tobacco, and food additive industries. Through, consulting, product development, and laboratory services the company contributes to the development, application, and interpretation of alternative testing methods. IONTOX aims to advance current alternative toxicology methods through continuous efforts in the research and development of new in vitro technology. Through the company’s contract research laboratories IONTOX offers Advanced in vitro solutions that promise to increase the reliability of in vitro toxicology.

About cbdMD, Inc.

cbdMD, Inc. is one of the leading, most highly trusted, and most recognized cannabidiol (CBD) brands, whose current products include CBD tinctures, CBD capsules, CBD gummies, CBD topicals, CBD bath bombs and CBD pet products. cbdMD is also a proud partner of Bellator MMA and Life Time, Inc., and has one of the largest rosters of professional sports athletes who are part of “Team cbdMD.” To learn more about cbdMD and our comprehensive line of over 100 SKUs of U.S. produced, Non-THC¹CBD products, please visit www.cbdMD.com, follow cbdMD on Instagram and Facebook, or visit one of the 6,000 retail outlets that carry cbdMD products.

¹Non-THC is defined as below the level of detection using validated scientific analytical tools.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as ”should,” ”may,” ”intends,” ”anticipates,” ”believes,” ”estimates,” ”projects,” ”forecasts,” ”expects,” ”plans,” and ”proposes.” These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in cbdMD, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and Part II, Item 1A. Risk Factors appearing in its Quarterly Report on Form 10-Q for the period ended June 30, 2020, both as filed with the Securities and Exchange Commission (the “SEC”) and our other filings with the SEC. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201111005861/en/

PR:

cbdMD, Inc.

Lauren Greene

Communications Specialist

[email protected]

(843) 743-9999

Investors:

cbdMD, Inc.

John Weston

Director of Investor Relations

[email protected]

(704) 249-9515

KEYWORDS: United States North America North Carolina

INDUSTRY KEYWORDS: Other Consumer Other Health Retail Other Science Pharmaceutical Research Hospitals Consumer Science Physical Therapy Managed Care Medical Supplies General Health Biotechnology Alternative Medicine Other Retail Health Specialty

MEDIA:

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Posted on November 11, 2020 4:08 pm
SHAREHOLDER ALERT: Pomerantz Law Firm Reminds Shareholders with Losses on their Investment in Aurora Cannabis, Inc. of Class Action Lawsuit and Upcoming Deadline – ACB

NEW YORK, Nov. 11, 2020 (GLOBE NEWSWIRE) — Pomerantz LLP announces that a class action lawsuit has been filed against certain officers of Aurora Cannabis, Inc. (“Aurora” or the “Company”) (NYSE: ACB).   The class action, filed in United States District Court for the District of New Jersey, and docketed under 20-cv-13819, is on behalf of a class consisting of all persons other than Defendants who purchased or otherwise, acquired Aurora securities between February 13, 2020, and September 4, 2020, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.

If you are a shareholder who purchased Aurora securities during the class period, you have until December 1, 2020, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.

[Click here for information about joining the class action]

Aurora is headquartered in Edmonton, Canada. The Company produces and distributes medical cannabis products worldwide. It is vertically integrated and horizontally diversified across various segments of the cannabis value chain, including facility engineering and design, cannabis breeding, genetics research, production, derivatives, high value-add product development, home cultivation, wholesale, and retail distribution.

In 2018, the Canadian government approved the Cannabis Act, which legalized and regulated the use of recreational cannabis. In response to the statute’s approval and the corresponding surge of the recreational cannabis industry, Aurora completed a series of acquisitions to expand the Company’s presence and increase its distribution, including the Company’s all-share purchase of the Canadian medical cannabis producer MedReleaf for a total consideration of 3.2 billion Canadian dollars. Like many other companies in the cannabis industry, however, the Company encountered a variety of difficulties as the industry surged, including, inter alia, overproduction, regulatory delays, and competition from the black market.

On February 6, 2020, shortly before the start of the Class Period, Aurora issued a press release announcing, inter alia, a “business transformation plan,” to “better align the business financially with the current realities of the cannabis market in Canada while maintaining a sustainable platform for long-term growth.” Specifically, the press release touted that the plan was “expected to include significant and immediate decreases in selling, general & administrative (“SG&A”) expenses and capital investment plans.”

The complaint alleges that thought the Class Period, Defendants made materially false and/or misleading because they misrepresented and failed to disclose the following adverse facts pertaining to the Company’s business, operations, and prospects, which were known to Defendants or recklessly disregarded by them. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Aurora had significantly overpaid for previous acquisitions and experienced degradation in certain assets, including its production facilities and inventory; (ii) the Company’s purported “business transformation plan” and cost reset failed to mitigate the foregoing issues; (iii) accordingly, it was foreseeable that the Company would record significant goodwill and asset impairment charges; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.

On September 8, 2020, Aurora issued a press release “announc[ing] an update on its business operations along with certain unaudited preliminary fiscal fourth-quarter 2020 results.” Among other things, Aurora announced that the Company expected to record up to $1.8 billion in goodwill impairment charges in the fourth quarter of 2020. The Company also announced that “previously announced fixed asset impairment charges[ were] now expected to be up to $90 million, due to production facility rationalization, and a charge of approximately $140 million in the carrying value of certain inventory, predominantly trim, in order to align inventory on hand with near term expectations for demand.”

On this news, Aurora’s stock price fell $0.99 per share, or 11.63%, to close at $7.52 per share on September 8, 2020.

The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com.

CONTACT:
Robert S. Willoughby
Pomerantz LLP
[email protected]
888-476-6529 ext. 7980

Posted on November 11, 2020 4:08 pm
PDL BioPharma Reports 2020 Third Quarter Financial Results and Sets Date To File a Certificate of Dissolution

– Consummated critical monetization transactions during third quarter, including the sale of its Noden pharmaceutical business and of a basket of royalties to SWK Holdings. Also entered into a settlement agreement with Wellstat. Subsequently completed the spin-off of its medical device company, LENSAR, on October 1, 2020.

– As of September 30, 2020, prior to the spin-off of LENSAR, net assets in liquidation were $494.7 million. Net assets attributable to LENSAR on September 30, 2020 were $112.4 million.

– Plans to file a certificate of dissolution with the State of Delaware on January 4, 2021. PDL stock is expected to be delisted from Nasdaq after December 31, 2020.

– Intends to distribute its remaining assets to its stockholder after completion of the Safe Harbor Procedures under the Delaware General Corporate Law.

– Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today –

PR Newswire

INCLINE VILLAGE, Nev., Nov. 11, 2020 /PRNewswire/ — PDL BioPharma, Inc. (“PDL” or “the Company”) (Nasdaq: PDLI) reports financial results for the three and nine months ended September 30, 2020 and provides an update on important milestones achieved in the execution of its monetization and liquidation plan.

“We have made tremendous progress in the execution of our asset monetization strategy,” commented PDL’s President and CEO Dominique Monnet. “We are in a strong position as we prepare to file for dissolution under Delaware state law, that our Board has determined will occur on January 4, 2021. Initiating the Delaware dissolution process at this time will enable us to accelerate the distribution of our remaining assets to our stockholders after completion of the Safe Harbor process. I would like to thank the PDL Board and team, our advisors and our LENSAR and Noden colleagues for what we have accomplished together since the beginning of this challenging year. I am grateful to our remaining team members for their continued focus on completing our liquidation process and maximizing its proceeds for the benefit of our stockholders.”

Third Quarter and Recent Accomplishments

On August 12, 2020, PDL announced that it entered into a settlement agreement (the “Settlement Agreement”) with related entities of Defined Diagnostics, LLC (f/k/a Wellstat Diagnostics, LLC) (“Wellstat Diagnostics” and, together with such related entities, the “Wellstat Parties”) resolving previously reported litigation relating to loans made to Wellstat Diagnostics by PDL. Under the terms of the Settlement Agreement, the Wellstat Parties paid an amount of $7.5 million upon the signing of the Settlement Agreement and are to pay either (1) $5.0 million by February 10, 2021 and $55.0 million by July 26, 2021; or (2) $67.5 million by July 26, 2021. If the Wellstat Parties fail to make payment in full by July 26, 2021, PDL shall be authorized to record and confess judgment against the Wellstat Parties for an amount of $92.5 million or such lesser amount as may be owed under the Settlement Agreement.

On August 31, 2020, PDL completed the sale of Kybella^®, Zalviso^® and Coflex^® royalties to SWK Holdings Corporation for $4.35 million in cash, approximately $3.9 million of which was received by PDL in the third quarter.

On September 9, 2020, PDL completed the divestiture of its wholly owned subsidiaries Noden Pharma DAC and Noden Pharma USA (collectively “Noden”) to Stanley Capital. The total value of the transaction will result in payments to PDL of up to $52.83 million in cash, $12.2 million of which was received in the third quarter.

PDL received notices in the third quarter of 2020 to convert $11.2 million par value of its convertible notes due in December 2021, representing 81% of the remaining 2021 notes. After this conversion period, $3.6 million of the 2021 and 2024 convertible notes in aggregate will remain outstanding.

On October 1, 2020, PDL completed the spin-off of all of its shares in its majority owned subsidiary LENSAR, Inc. (“LENSAR”) to PDL stockholders.

PDL intends to file a Certificate of Dissolution with the State of Delaware on January 4, 2021

In July 2020, PDL issued its proxy statement that requested approval by the stockholders of a Plan of Dissolution as the most efficient manner of winding up the Company’s business and distributing the proceeds of its liquidation process to the stockholders. At PDL’s 2020 Annual Meeting of Stockholders on August 19, 2020, PDL’s stockholders approved the Plan of Dissolution and authorized the PDL Board of Directors (“the Board”) to file a certificate of dissolution with the State of Delaware (the “Certificate of Dissolution”) upon its determination that such a filing is in the best interests of PDL stockholders. At its November 5, 2020 meeting, the Board resolved that the Certificate of Dissolution will be filed on January 4, 2021. Please refer to the Plan of Dissolution in PDL’s Proxy Statement for a detailed discussion of dissolution, but note the following:

PDL will continue its existence for three years after filing the Certificate of Dissolution, or such longer period as the Delaware Court of Chancery may direct, for the purpose of prosecuting and defending suits, settling and closing its business, disposing of and conveying its property, discharging its liabilities and distributing to its stockholders any remaining assets.

Before distributions are made to PDL’s stockholders, PDL will follow the Safe Harbor Procedures found in Sections 280 and 281(a) of the Delaware General Corporate Law (DGCL) to resolve current, contingent and likely unknown claims against the Company. Generally, the Safe Harbor Procedures reduce the potential liability of the Company’s stockholders and directors from future claims. Under the Safe Harbor Procedures, PDL will petition the Delaware Court of Chancery to determine the amount and form of security that will be set aside before distributions are made to PDL’s stockholders. Upon completion of the Safe Harbor Procedures, PDL will distribute its remaining assets to its stockholders. PDL does not anticipate making any distributions to stockholders before the Safe Harbor Procedures are completed.

PDL will engage with Nasdaq regarding the delisting of the Company’s common stock, which it expects will occur after market close on December 31, 2020. PDL does not anticipate transferring into OTC trading. The Company’s transfer books will close as of the filing of the certificate of dissolution, expected to occur on January 4, 2021 (the “Final Record Date”). After such time, the Company will not record any further transfers of its common stock, except pursuant to the provisions of a deceased stockholder’s will, intestate succession, or by operation of law, and PDL will not issue any new stock certificates, other than replacement certificates. In addition, after the Final Record Date, the Company will not issue any shares of its common stock upon exercise of outstanding stock options. As a result of the closing of PDL’s transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date, and it is anticipated that no further trading of the Company’s common stock will occur after the Final Record Date.

Presentation of Financial Position and Results of Operations

Liquidation Basis of Accounting

As a result of the approval by the Company’s stockholders on August 19, 2020 to pursue dissolution of the Company, PDL’s basis of accounting transitioned, effective September 1, 2020, from the going concern basis of accounting (“Going Concern Basis”) to the liquidation basis of accounting (“Liquidation Basis”) in accordance with U.S. Generally Accepted Accounting Principles. Under the Liquidation Basis, all assets are stated at their estimated liquidation value. Contractual liabilities under the Liquidation Basis are measured in accordance with applicable GAAP and all other liabilities, including costs associated with implementing the wind-down of the Company, are recorded at their estimated settlement amounts over the expected liquidation period.

Given the adoption of the Liquidation Basis on September 1, 2020, the results of operations for the three and nine months ended September 30, 2020 are not comparable to prior-year periods or with other interim periods in the current year presented under the Going Concern Basis primarily due to the differing accounting methods. See Table 1 for the results of operations for the two and eight months ended August 31, 2020 and for the three and nine months ended September 30, 2019 under the Going Concern Basis.

Under the Liquidation Basis, the values of the Company’s assets and liabilities include management’s estimate of income to be generated from the remaining assets until the anticipated date of sale, estimated sales proceeds, estimates for operating expenses and expected amounts required to settle liabilities. The estimated liquidation values for assets derived from future revenue streams and asset sales and the settlement of estimated liabilities are reflected on the Condensed Consolidated Statement of Net Assets in Liquidation in Table 2. The actual amounts realized could differ materially from the estimated amounts. The changes in net assets in liquidation are presented in a Condensed Consolidated Statement of Changes in Net Assets. See Table 3 for the changes from September 1, 2020, the date of adoption of Liquidation Basis, to September 30, 2020, the end of the third quarter.

Statement of Net Assets in Liquidation

As of September 30, 2020, prior to the spin-off of LENSAR, net assets in liquidation were $494.7 million. Please see Table 2.

Total assets as of September 30, 2020 were $604.0 million and consisted primarily of our remaining royalty assets, LENSAR’s assets prior to the spin-off, cash and cash equivalents, and a tax receivable reflecting the amounts expected to be refunded under the CARES Act.

The CARES Act receivable as of September 30, 2020 is estimated to be $80.5 million and includes, in addition to the losses from operations, the ordinary losses incurred on the Noden transaction and the sale of the royalty assets.

Total assets also included an Intangible Asset for LENSAR, which reflects the step up in the value of the entity to its enterprise value prior to its spin-off on October 1, 2020. Net assets attributable to LENSAR on September 30, 2020 were $112.4 million.

Total liabilities as of September 30, 2020 were $109.3 million and consisted primarily of amounts accrued for an ongoing audit by the California Franchise Tax Board for the tax years 2009 through 2015, amounts owed under our convertible notes and amounts accrued for estimated operating expenses to be incurred through dissolution.

The pro forma column in Table 2 presents the September 30, 2020, Condensed Consolidated Statement of Net Assets excluding LENSAR’s assets and liabilities. It also reflects an estimated $11.8 million reduction in the September 30, 2020 CARES Act receivable resulting from the inclusion in taxable income of the expected gain on the spin-off of LENSAR that will be recorded in the fourth quarter.

Other Financial Highlights

Net cash received from all royalty rights for the first nine months of 2020 was $42.6 million, down 27% from $58.3 million for the prior-year nine-month period, primarily due to a decline in the net price of Glumetza year over year. See Table 4.

Regarding royalty rights remaining after the SWK transaction, i.e., royalties on Glumetza and other combination products of metformin using Assertio’s modified release technology as well as royalties on sales of Cerdelga, net cash received was $41.8 million first nine months of 2020 and $17.4 million for the three-months ended September 30, 2020.

Stock and Convertible Note Repurchase Program

In January 2020, PDL began repurchasing shares of its common stock in the open market pursuant to a 10b5-1 program entered into in December 2019 following a $275 million repurchase plan approved by the Board. For the year-to-date 2020, the Company acquired 12.3 million shares of its common stock for $39.4 million, at an average cost of $3.20 per share, including commissions.

For the year-to-date 2020 under this same repurchase plan, the Company also repurchased $15.9 million par value of convertible notes.

In consideration of the impact and uncertainty introduced by the COVID-19 pandemic on the Company’s monetization process, the Company discontinued its 10b5-1 program on May 31, 2020.

Through September 30, 2020, the total amount spent of the $275 million Board authorized repurchase program, including the value of the Company’s stock issued in connection with the December 2019 convertible debt exchange, was $213.0 million.

Pursuant to the stockholders’ approval on August 19, 2020 of a plan to dissolve the Company under Delaware state law, a fundamental change provision under PDL’s convertible note indentures was triggered that enabled bondholders to tender their bonds for cash settlement totaling the outstanding principal plus accrued interest or, alternatively, to exercise their conversion rights under the indentures. Both options expired near the end of September 2020. No bonds were tendered to PDL for payment, but bondholders holding $11.2 million par value of the 2021 convertible notes exercised their conversion rights. The Company intends to settle the conversion of these notes entirely with cash on hand, which will occur near the end of the fourth quarter of 2020.

As of October 31, 2020, the Company had approximately 114.2 million shares of common stock outstanding.

Conference Call and Webcast

PDL will hold a conference call to discuss financial results and provide a business update at 4:30 p.m. Eastern time today. Slides to accompany the conference call will be available in the Investor Relations section of https://www.pdl.com/.

To access the live conference call via phone, please dial (833) 685-0901 from the U.S. or (412) 317-5734 internationally. The conference ID is 10149211. A telephone replay will be available for one week beginning approximately one hour after the completion of the call and can be accessed by dialing (877) 344-7529 from the U.S., (855) 669-9658 from Canada or (412) 317-0088 internationally. The replay passcode is 10149211.

To access the live and subsequently archived webcast of the conference call, go to the Investor Relations section of https://www.pdl.com/ and select “Events & Presentations.”

About PDL BioPharma, Inc.

Throughout its history, PDL’s mission has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL BioPharma was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma, Inc.

On August 19, 2020, PDL announced at the Company’s 2020 Annual Meeting of Stockholders approval by stockholders for a Plan of Dissolution authorizing the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. At its November 5, 2020 meeting, the Board resolved that the Certificate of Dissolution will be filed on January 4, 2021.

For more information please visit https://www.pdl.com/

NOTE: PDL, PDL BioPharma, the PDL logo and associated logos and the PDL BioPharma logo are trademarks or registered trademarks of, and are proprietary to, PDL BioPharma, Inc. which reserves all rights therein.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including as it relates to the Company’s Plan of Liquidation, dissolution and wind-down of operations. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Important factors that could impair the value of the Company’s assets and business, including the implementation or success of the Company’s monetization strategy/Plan of Liquidation, are disclosed in the risk factors contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2020, in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 11, 2020 and August 10, 2020 and in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 7, 2020. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward-looking statement except as required by law.

TABLE 1

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA

(unaudited)

(In thousands, except per share amounts)

Two Months
Ended

Three Months
Ended

Eight Months
Ended

Nine Months
Ended

August 31,

September 30,

August 31,

September 30,

2020

2019

2020

2019

(Under Going Concern Basis of Accounting)

Revenues

Product revenue, net

$

2,831

$

5,856

$

10,946

$

15,860

Lease revenue

703

1,322

2,139

3,854

Service revenue

544

898

2,126

2,510

Royalties from Queen et al. patents

—

—

—

9

License and other

37

(45)

110

(48)

Total revenues

4,115

8,031

15,321

22,185

Operating expenses

Cost of product revenue (excluding intangible asset amortization)

1,127

4,765

6,626

13,494

Amortization of intangible assets

204

321

841

983

Severance and retention

2,400

—

24,713

—

General and administrative

7,224

10,062

29,695

27,067

Sales and marketing

835

1,545

3,322

4,980

Research and development

1,053

4,310

4,374

6,106

Total operating expenses

12,843

21,003

69,571

52,630

Operating loss from continuing operations

(8,728)

(12,972)

(54,250)

(30,445)

Non-operating expense, net

Interest and other income, net

26

1,460

608

4,984

Interest expense

(210)

(3,011)

(996)

(8,950)

Gain on sale of intangible assets

—

3,476

—

3,476

Loss on investment

(5,576)

—

(5,576)

—

Loss on extinguishment of convertible notes

—

(3,900)

(606)

(3,900)

Total non-operating expense, net

(5,760)

(1,975)

(6,570)

(4,390)

Loss from continuing operations before income taxes

(14,488)

(14,947)

(60,820)

(34,835)

Income tax benefit from continuing operations

(3,636)

(3,136)

(17,780)

(6,558)

Net loss from continuing operations

(10,852)

(11,811)

(43,040)

(28,277)

Income (loss) from discontinued operations before income taxes (including loss on classification as held for sale of zero and $28,904 for the two eight months ended August 31, 2020)

191

(4,962)

(57,921)

18,555

Income tax (benefit) expense of discontinued operations

(15,045)

1,193

(23,006)

6,141

Income (loss) from discontinued operations

15,236

(6,155)

(34,915)

12,414

Net income (loss)

4,384

(17,966)

(77,955)

(15,863)

Less: Net loss attributable to noncontrolling interests

(14)

(182)

(659)

(340)

Net income (loss) attributable to PDL’s shareholders

$

4,398

$

(17,784)

$

(77,296)

$

(15,523)

Net income (loss) per share – basic

Net loss from continuing operations

$

(0.10)

$

(0.10)

$

(0.36)

$

(0.23)

Net income (loss) from discontinued operations

0.14

(0.06)

(0.30)

0.10

Net income (loss) attributable to PDL’s shareholders

$

0.04

$

(0.16)

$

(0.66)

$

(0.13)

Net income (loss) per share – diluted

Net loss from continuing operations

$

(0.10)

$

(0.10)

$

(0.36)

$

(0.23)

Net income (loss) from discontinued operations

0.14

(0.06)

(0.30)

0.10

Net income (loss) attributable to PDL’s shareholders

$

0.04

$

(0.16)

$

(0.66)

$

(0.13)

Weighted-average shares outstanding

Basic

113,889

112,986

118,001

119,966

Diluted

113,889

112,986

118,001

119,966

TABLE 2

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS AND

CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS

EXCLUDING LENSAR’S ASSETS AND LIABILITIES

(Unaudited)

(In thousands)

September 30,

LENSAR’s Net
Assets

September 30,

2020

2020

(Under Liquidation
Basis of Accounting)

(Under Liquidation
Basis of Accounting)

(Proforma)

Assets

Cash and cash equivalents

$

125,736

$

42,701

$

83,035

Accounts receivable

8,323

2,429

5,894

Receivables from asset sales

39,389

—

39,389

Notes receivable

53,070

989

52,081

Inventory

13,685

13,685

—

Royalty assets

227,738

—

227,738

Income tax receivable

88,778

11,829

76,949

Property and equipment

783

783

—

Equipment under lease

3,033

3,033

—

Intangible assets

34,908

34,908

—

Other assets

8,591

4,863

3,728

Total assets

$

604,034

$

115,220

$

488,814

Liabilities

Accounts payable

$

3,639

$

2,349

$

1,290

Accrued liabilities, LENSAR

473

473

—

Uncertain tax positions

34,942

—

34,942

Compensation and benefit costs

21,219

—

21,219

Lease guarantee

10,700

—

10,700

Costs to sell assets

5,007

—

5,007

Other accrued liquidation costs

18,104

—

18,104

Convertible notes payable

15,238

—

15,238

Total liabilities

$

109,322

$

2,822

$

106,500

Net assets in liquidation

$

494,712

$

112,398

$

382,314

TABLE 3

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(Unaudited)

(In thousands)

(Under Liquidation
Basis of Accounting)

Net assets in liquidation, at September 1, 2020

$

440,398

Changes in assets and liabilities in liquidation:

Decrease in liquidation value of royalty assets

(3,944)

Decrease in receivables from asset sales

(9,078)

Increase in liquidation value of notes receivable

8,027

Increase in other assets

7,355

Increase in income tax receivable

53,106

Decrease in estimated costs to sell assets

3,048

Decrease in uncertain tax positions

4,414

Increase in estimated liquidation costs

(8,667)

Decrease in other liabilities

53

Total changes in net assets in liquidation

54,314

Net assets in liquidation, at September 30, 2020

$

494,712

TABLE 4

PDL BIOPHARMA, INC.

CONDENSED ROYALTY ASSET DATA

(Unaudited)

(In thousands)

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019

Cash Royalties

Cash Royalties

Cash Royalties

Cash Royalties

Assertio

$

15,205

$

23,597

$

35,222

$

52,980

VB

137

254

612

748

U-M

2,219

1,574

6,573

4,212

AcelRx

38

80

194

241

KYBELLA

—

59

42

109

$

17,599

$

25,564

$

42,643

$

58,290

View original content:http://www.prnewswire.com/news-releases/pdl-biopharma-reports-2020-third-quarter-financial-results-and-sets-date-to-file-a-certificate-of-dissolution-301171301.html

SOURCE PDL BioPharma, Inc.

Posted on November 11, 2020 4:08 pm
GoHealth Reports Third Quarter 2020 Results and Increases 2020 Outlook As a Result of Strong Medicare Enrollments and Operating Leverage

PR Newswire

CHICAGO, Nov. 11, 2020 /PRNewswire/ — GoHealth, Inc. (GoHealth or the Company) (Nasdaq: GOCO), a leading health insurance marketplace, announced financial results for the three and nine months ended September 30, 2020.

Third quarter 2020 net revenues of $163.4 million increased 52% compared to the prior year period, and year-to-date 2020 net revenues of $431.4 million increased 72% compared to the prior year period

Third quarter 2020 net loss of $206.5 million, included $209.3 million of accelerated vesting of certain equity awards in connection with the IPO¹, and year-to-date 2020 net loss of $230.3 million, included $209.3 million of accelerated vesting of certain equity awards in connection with the IPO¹

Third quarter 2020 adjusted EBITDA² of $39.3 million increased 142% compared to the prior year period, and year-to-date 2020 adjusted EBITDA of $101.1 million increased 149% compared to the prior year period

The Company also updated its full year 2020 outlook, and now expects net revenues of $850–$890 million and adjusted EBITDA² of $270–$290 million given the robust start to the Annual Enrollment Period, with 83% submission growth in October and a 4% improvement in agent conversion

Clint Jones, co-founder and CEO said, “GoHealth’s third quarter adjusted EBITDA growth of 142% was powered by 52% revenue growth and strong operating leverage as we continue to efficiently scale the business. These excellent results marked a continuation of year-to-date trends as consumers increasingly turn to GoHealth’s leading DTC platform to find the best Medicare policies to meet their unique needs.”

Jones continued, “Our proprietary, vertically-integrated technology platform and high performance marketing organization allow us to efficiently grow our carrier partners’ Medicare membership base. This growth is guided by our LTV/CAC focus, ensuring that we generate quick payback periods. Our TeleCare team administers GoHealth’s Encompass programs on behalf of our carrier partners and further supports consumer persistency by proactively engaging with and educating consumers about their benefits through Plan Fit Check calls. The strength and differentiation of our business model is evident in our third quarter operating cash flow of $33 million as well as a 5% increase in LTVs, fueled by improving persistency trends.”

Year-To-Date 2020 Highlights

Total Medicare Submitted Policies³ grew 103% during the first nine months to 355,544

Medicare – Internal revenue increased 172% to $316.2 million

Medicare – Internal profit increased 191% to $123.9 million

Adjusted EBITDA growth of 149% as margins expanded from 16.2% to 23.4%

LTV/CAC⁴ for the Medicare-Internal segment increased from 2.5x to 3.0x during the first nine months of 2020, driven by lower marketing costs per opportunity and higher agent sales conversion

LTV per carrier approved Medicare Advantage submission increased 2% from $899 to $913 during the first nine months of 2020

2% improvement in persistency during the first nine months compared to the prior year period

LTV per carrier-approved Medicare Advantage submission increased 5% from $939 to $987 during the third quarter

Generated positive year-to-date cash flow from operations of $28.8 million while increasing commissions receivable by $117.9 million

76% increase in Medicare – Internal licensed agents from 849 to 1,493 as of September 30, 2020 and made substantial investments in training ahead of the Annual Enrollment Period

Year-over-year new agent productivity +13%

TeleCare team of 275 agents ramped up retention conversations including Plan Fit Checks to maximize satisfaction and improve recapture rates into AEP

Expanded Enterprise programs to 26, including the addition of six new Encompass initiatives across multiple partners

Significantly expanded carrier footprint with UnitedHealthcare, Aetna, Cigna, Kaiser Permanente and Allwell, providing consumers with market-leading plan options in almost all counties in the United States

Financial Outlook

The trajectory of the US economy remains challenging to predict, particularly given the heightened uncertainty associated with the COVID-19 pandemic. During this time, demand for healthcare has demonstrated great resilience, and we believe that the COVID-19 pandemic has created favorable industry dynamics for technology-driven, direct-to-consumer models such as GoHealth’s insurance marketplace. The Company has updated its outlook for the fiscal year ending December 31, 2020 based on current market conditions and expectations:

Full year 2020 net revenue of $850 – $890 million, representing year-over-year growth of 58% – 65%

Full year 2020 adjusted EBITDA of $270 – $290 million, representing year-over-year growth of 58% – 70%

Jones concluded, “We are increasing our expectations for fiscal 2020 given our robust start to the Annual Enrollment Period, with October submissions up 83% over the prior October and well ahead of the 53% implied midpoint of revenue growth for the fourth quarter. The Medicare market is large and growing quickly, and we are just beginning to realize our long-term growth opportunity as we create value for our partners and deliver great results for our shareholders.”

Conference Call Details
The Company will host a conference call today, Wednesday, November 11, 2020 at 5:00 pm (ET) to discuss its financial results. A live audio webcast and a supplemental presentation will be available online at https://investors.gohealth.com. The conference call can also be accessed by dialing 1-833-519-1310 for U.S. participants, or 1-914-800-3876 for international participants, and referencing participant code 4374976. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link.

About GoHealth
As a leading health insurance marketplace, GoHealth’s mission is to improve access to healthcare in America. Enrolling in a health insurance plan can be confusing for customers, and the seemingly small differences between plans can lead to significant out-of-pocket costs or lack of access to critical medicines and even providers. GoHealth combines cutting-edge technology, data science and deep industry expertise to match customers with the healthcare policy and carrier that is best for them. Since its inception, GoHealth has enrolled millions of people in Medicare and individual and family plans. For more information, visit https://www.gohealth.com.

¹

Represents non-cash share-based compensation expense relating to the accelerated vesting of performance-vesting units in connection with the IPO for the three months ended September 30, 2020

²

Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure, please refer to the appendix.

³

Total Medicare Advantage Submitted Policies includes Commissionable and non-Commissionable Policies.

⁴

LTV/CAC defined as (i) aggregate commissions estimated to be collected over the estimated life of all Approved Submissions based on multiple factors, including but not limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, or LTV, divided by (ii) the cost to convert a prospect into a customer less other non-commission carrier revenue for such period, or CAC.

Investor Relations:

Jay Koval, VP of Investor Relations
[email protected]

Media Relations:

[email protected]

Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding the Company’s future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected financial performance and operational performance for the fiscal year 2020, including with respect to revenue and Adjusted EBITDA, and the Company’s performance during the Annual Enrollment Period, including with respect to agent conversion and implied growth for the fourth quarter of 2020, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following: the Company’s ability to comply with the numerous, complex and frequently changing laws regulating the marketing and sale of Medicare plans; the potential for an adverse change in the Company’s relationships with carriers, including a loss of a carrier relationships; failure to grow the Company’s customer base or retain its existing customers; carriers’ ability to reduce commissions paid to the Company and adversely change their underwriting practices; significant consolidation in the healthcare industry which could adversely alter the Company’s relationships with carriers; information technology systems failures or capacity constraints interrupting the Company’s operations; factors that adversely impact the Company’s estimate of LTV; the Company’s dependence on agents to sell insurance plans; changes in the health insurance system and laws and regulation governing health insurance markets; the inability to effectively advertise the Company’s products; and our ability to successfully implement our business plan during a global economic downturn caused by the COVID-19 pandemic.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release, as well as the cautionary statements and other risk factors set forth in the Company’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2020 filed with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Use of Non-GAAP Financial Measures and Key Performance Indicators
In this press release, we use supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our Consolidated Financial Statements prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization expense, or EBITDA; Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor its results of operations.

Adjusted EBITDA represents EBITDA as further adjusted for share-based compensation, expense related to the accelerated vesting of certain equity awards, change in fair value of contingent consideration liability, Centerbridge Acquisition costs, severance costs and incremental organizational costs in connection with the IPO. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenues.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of EBITDA and Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), are presented in the tables below in this press release. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and include other expenses, costs and non-recurring items.

Management has provided its outlook regarding adjusted EBITDA, which is a non-GAAP financial measure and excludes certain charges. Management has not reconciled these non-GAAP financial measures to the corresponding GAAP financial measures because guidance for the various reconciling items are not provided. Management is unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted since these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measures are not available without unreasonable effort.

“LTV/CAC” refers to the Lifetime Value of Commissions per Consumer Acquisition Cost, which we define as (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Approved Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, or LTV, divided by (ii) the cost to convert a prospect into a customer less other noncommission carrier revenue for such period, or CAC. CAC is comprised of cost of revenue, marketing and advertising expenses and customer care and enrollment expenses less other revenue and is presented on a per commissionable Approved Submission basis. “Approved Submissions” refer to Submitted Policies approved by carriers for the identified product during the indicated period. “LTV Per Approved Submission” refers to the Lifetime Value of Commissions per Approved Submission, which we define as (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Approved Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, divided by (ii) the number of commissionable Approved Submissions for such period.

Combined Results
On September 13, 2019, Centerbridge Capital Partners III, L.P., indirectly through a subsidiary of GoHealth Holdings, LLC, (formerly known as Blizzard Parent, LLC), an entity formed in contemplation of the acquisition, acquired a 100% interest in Norvax, LLC. We refer to this transaction as the “Centerbridge Acquisition.” As a result of the Centerbridge Acquisition, the Company’s financial results for the three and nine months ended September 30, 2019 are presented for two periods, the Predecessor and Successor periods, which relate to the period preceding the acquisition on September 13, 2019 and the period succeeding the acquisition, respectively. The Company’s financial results for the periods from July 1, 2019 through September 12, 2019 and from January 1, 2019 through September 12, 2019 are referred to as those of the “Predecessor” period. The Company’s financial results for the period from September 13, 2019 through September 30, 2019, the three months ended September 30, 2020 and the nine months ended September 30, 2020 are referred to as those of the “Successor” period. The Company’s results of operations as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report on the Company’s results for the period from July 1, 2019 through September 12, 2019, from January 1, 2019 through September 12, 2019 and the period from September 13, 2019 through September 30, 2019 separately, management views the Company’s operating results for the three and nine months ended September 30, 2019 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison to its results for the three and nine months ended September 30, 2020.

The Company cannot adequately benchmark the operating results of the period from September 13, 2019 through September 30, 2019 against any of the current periods reported in its Consolidated Financial Statements without combining it with the period from July 1, 2019 through September 12, 2019 and the period from January 1, 2019 through September 12, 2019 and does not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding the Company’s overall operating performance. Management believes that the key performance metrics such as revenue, net (loss) income and Adjusted EBITDA for the Successor period when combined with the Predecessor period provides more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting the Company’s results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion throughout this press release also present the combined results for the three and nine months ended September 30, 2019.

The combined results for the three months ended September 30, 2019, which we refer to herein as the results for the “three months ended September 30, 2019” represent the sum of the reported amounts for the Predecessor period from July 1, 2019 through September 12, 2019 and the Successor period from September 13, 2019 through September 30, 2019. The combined results for the nine months ended September 30, 2019, which we refer to herein as the results for the “nine months ended September 30, 2019” represent the sum of the reported amounts for the Predecessor period from January 1, 2019 through September 12, 2019 and the Successor period from September 13, 2019 through September 30, 2019. The combined results do not reflect the actual results the Company would have achieved had the Centerbridge Acquisition occurred on January 1, 2019 and may not be indicative of future results. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared on a pro forma basis, which would reflect pro forma adjustments including, but not limited to: amortization expense for intangible assets, share-based compensation expense related to the Centerbridge Acquisition and the IPO, and transaction-related costs related to the Centerbridge Acquisition and the IPO.

The following table sets forth the components of our results of operations for the periods indicated (unaudited):

Successor

Predecessor

Non-GAAP Combined

Three Months Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jul 1, 2019
through
Sep 12, 2019

Three Months Ended
Sep 30, 2019

(in thousands, except percentages,
share and per share amounts)

Dollars

% of Net
Revenues

Dollars

Dollars

Dollars

% of Net
Revenues

$ Change

% Change

Net revenues:

Commission

$ 101,390

62.1%

$ 13,723

$ 64,542

$ 78,265

73.0%

$ 23,125

29.5%

Enterprise

61,970

37.9%

6,067

22,868

28,935

27.0%

33,035

114.2%

Net revenues

163,360

100.0%

19,790

87,410

107,200

100.0%

56,160

52.4%

Operating expenses:

Cost of revenue

25,827

15.8%

4,737

25,055

29,792

27.8%

(3,965)

-13.3%

Marketing and advertising

62,848

38.5%

7,140

21,332

28,472

26.6%

34,376

120.7%

Customer care and enrollment

52,896

32.4%

4,625

19,396

24,021

22.4%

28,875

120.2%

Technology

39,520

24.2%

518

31,856

32,374

30.2%

7,146

22.1%

General and administrative

156,551

95.8%

2,286

65,123

67,409

62.9%

89,142

132.2%

Amortization of intangible assets

23,514

14.4%

4,703

–

4,703

4.4%

18,811

400.0%

Acquisition related transaction costs

–

–

6,245

1,968

8,213

7.7%

(8,213)

-100.0%

Total operating expenses

361,156

221.1%

30,254

164,730

194,984

181.9%

166,172

85.2%

(Loss) income from operations

(197,796)

-121.1%

(10,464)

(77,320)

(87,784)

-81.9%

(110,012)

125.3%

Interest expense

8,636

5.3%

1,289

31

1,320

1.2%

7,316

554.2%

Other (income) expense

2

0.0%

(10)

67

57

0.1%

(55)

-96.5%

(Loss) income before income taxes

(206,434)

-126.4%

(11,743)

(77,418)

(89,161)

-83.2%

(117,273)

131.5%

Income tax expense (benefit)

62

0.0%

(37)

(78)

(115)

-0.1%

177

-153.9%

Net (loss) income

$ (206,496)

-126.4%

$ (11,706)

$ (77,340)

$ (89,046)

-83.1%

$ (117,450)

131.9%

Net loss attributable to noncontrolling

interests

(150,076)

NM

Net loss attributable to GoHealth, Inc.

$ (56,420)

NM

Net loss per share:

Net loss per share of Class A

common stock – basic and diluted

$ (0.65)

Weighted-average shares of Class A

common stock outstanding –

basic and diluted

84,182,961

Non-GAAP Financial Measures:

EBITDA

$ (173,021)

$ (5,659)

$ (76,183)

$ (81,842)

Adjusted EBITDA

$ 39,284

$ 682

$ 15,569

$ 16,251

Adjusted EBITDA margin

24.0%

3.4%

17.8%

15.2%

______________

*      NM = Not meaningful

The following table sets forth the reconciliations of GAAP net loss to EBITDA and Adjusted EBITDA for the periods indicated:

Successor

Predecessor

Non-GAAP
Combined

Three Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jul 1, 2019
through
Sep 12, 2019

Three Months
Ended
Sep 30, 2019

(in thousands)

Dollars

Dollars

Dollars

Dollars

Net revenues

$ 163,360

$ 19,790

$ 87,410

$ 107,200

Net loss

$ (206,496)

$ (11,706)

$ (77,340)

$ (89,046)

Interest expense

8,636

1,289

31

1,320

Income tax (benefit) expense

62

(37)

(78)

(115)

Depreciation and amortization expense

24,777

4,795

1,204

5,999

EBITDA

(173,021)

(5,659)

(76,183)

(81,842)

Share-based compensation expense (1)

2,770

–

–

–

Accelerated vesting of certain equity awards (2)

209,300

–

87,060

87,060

Centerbridge Acquisition costs (3)

–

6,245

4,609

10,854

IPO transaction costs (4)

235

–

–

–

Severance costs (5)

–

96

83

179

Adjusted EBITDA

$ 39,284

$ 682

$ 15,569

$ 16,251

Adjusted EBITDA margin

24.0%

3.4%

17.8%

15.2%

______________

(1)

Represents non-cash share-based compensation expense relating to stock options, restricted stock units and time-vesting units.

(2)

Represents non-cash share-based compensation expense relating to the accelerated vesting of performance-vesting units in connection with the IPO for the three months ended September 30, 2020 and the accelerated vesting of profit interests and incentive share units in connection with the Centerbridge Acquisition for the period from July 1, 2019 through September 12, 2019.

(3)

Represents legal, accounting, consulting, and other costs related to the Centerbridge Acquisition.

(4)

Represents legal, accounting, consulting, and other indirect costs associated with the Company’s IPO.

(5)

Represents costs associated with the termination of employment.

The following table summarizes share-based compensation by operating function:

Successor

Predecessor

Successor

Predecessor

Three Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
July 1, 2019
through
Sep 12, 2019

Nine
Months Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Marketing and advertising

$ 24,709

$ –

$ 1,674

$ 24,829

$ –

$ 1,674

Customer care and enrollment

$ 11,993

$ –

$ –

$ 12,050

$ –

$ –

Technology

$ 32,748

$ –

$ 27,059

$ 32,907

$ –

$ 27,059

General and administrative

$ 142,620

$ –

$ 58,327

$ 143,360

$ –

$ 58,327

Total share-based compensation expense

$ 212,070

$ –

$ 87,060

$ 213,146

$ –

$ 87,060

The following table sets forth the components of our results of operations for the periods indicated (unaudited):

Successor

Predecessor

Non-GAAP Combined

Nine Months Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine Months Ended
Sep 30, 2019

(in thousands, except percentages,
share and per share amounts)

Dollars

% of Net
Revenues

Dollars

Dollars

Dollars

% of Net
Revenues

$ Change

% Change

Net revenues:

Commission

$ 310,506

72.0%

$ 13,723

$ 175,834

$ 189,557

75.6%

$ 120,949

63.8%

Enterprise

120,921

28.0%

6,067

55,176

61,243

24.4%

59,678

97.4%

Net revenues

431,427

100.0%

19,790

231,010

250,800

100.0%

180,627

72.0%

Operating expenses:

Cost of revenue

104,520

24.2%

4,737

79,169

83,906

33.5%

20,614

24.6%

Marketing and advertising

110,556

25.6%

7,140

37,769

44,909

17.9%

65,647

146.2%

Customer care and enrollment

105,267

24.4%

4,625

49,149

53,774

21.4%

51,493

95.8%

Technology

49,818

11.5%

518

40,312

40,830

16.3%

8,988

22.0%

General and administrative

177,400

41.1%

2,286

79,219

81,505

32.5%

95,895

117.7%

Change in fair value of contingent
     consideration liability

19,700

4.6%

–

–

–

–

19,700

NM

Amortization of intangible assets

70,543

16.4%

4,703

–

4,703

1.9%

65,840

1400.0%

Acquisition related transaction costs

–

–

6,245

2,267

8,512

3.4%

(8,512)

-100.0%

Total operating expenses

637,804

147.8%

30,254

287,885

318,139

126.8%

319,665

100.5%

(Loss) income from operations

(206,377)

-47.8%

(10,464)

(56,875)

(67,339)

-26.8%

(139,038)

206.5%

Interest expense

24,378

5.7%

1,289

140

1,429

0.6%

22,949

1605.9%

Other (income) expense

(494)

-0.1%

(10)

114

104

0.0%

(598)

-575.0%

(Loss) income before income taxes

(230,261)

-53.4%

(11,743)

(57,129)

(68,872)

-27.5%

(161,389)

234.3%

Income tax expense (benefit)

38

0.0%

(37)

(66)

(103)

0.0%

141

-136.9%

Net (loss) income

$ (230,299)

-53.4%

$ (11,706)

$ (57,063)

$ (68,769)

-27.4%

$ (161,530)

234.9%

Net loss attributable to noncontrolling

interests

(150,076)

NM

Net loss attributable to GoHealth, Inc.

$ (80,223)

NM

Net loss per share:

Net loss per share of Class A

common stock – basic and diluted

$ (0.65)

Weighted-average shares of Class A

common stock outstanding –

basic and diluted

84,182,961

Non-GAAP Financial Measures:

EBITDA

$ (132,441)

$ (5,659)

$ (52,742)

$ (58,401)

Adjusted EBITDA

$ 101,141

$ 682

$ 39,973

$ 40,655

Adjusted EBITDA margin

23.4%

3.4%

17.3%

16.2%

______________

*      NM = Not meaningful

The following table sets forth the reconciliations of GAAP net loss to EBITDA and Adjusted EBITDA for the periods indicated:

Successor

Predecessor

Non-GAAP
Combined

Nine Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine Months
Ended
Sep 30, 2019

(in thousands)

Dollars

Dollars

Dollars

Dollars

Net revenues

$ 431,427

$ 19,790

$ 231,010

$ 250,800

Net loss

$ (230,299)

$ (11,706)

$ (57,063)

$ (68,769)

Interest expense

24,378

1,289

140

1,429

Income tax (benefit) expense

38

(37)

(66)

(103)

Depreciation and amortization expense

73,442

4,795

4,247

9,042

EBITDA

(132,441)

(5,659)

(52,742)

(58,401)

Share-based compensation expense (1)

3,846

–

–

–

Accelerated vesting of certain equity awards (2)

209,300

–

87,060

87,060

Change in fair value of contingent consideration liability (3)

19,700

–

–

–

Centerbridge Acquisition costs (4)

–

6,245

4,908

11,153

IPO transaction costs (5)

659

–

–

–

Severance costs (6)

77

96

747

843

Adjusted EBITDA

$ 101,141

$ 682

$ 39,973

$ 40,655

Adjusted EBITDA margin

23.4%

3.4%

17.3%

16.2%

______________

(1)

Represents non-cash share-based compensation expense relating to stock options, restricted stock units and time-vesting units.

(2)

Represents non-cash share-based compensation expense relating to the accelerated vesting of performance-vesting units in connection with the IPO for the nine months ended September 30, 2020 and the accelerated vesting of profit interests and incentive share units in connection with the Centerbridge Acquisition for the period from January 1, 2019 through September 12, 2019.

(3)

Represents the change in fair value of the contingent consideration liability due to the predecessor owners of the Company arising from the Centerbridge Acquisition.

(4)

Represents legal, accounting, consulting, and other costs related to the Centerbridge Acquisition.

(5)

Represents legal, accounting, consulting, and other indirect costs associated with the Company’s IPO.

(6)

Represents costs associated with the termination of employment.

GoHealth, Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except share and per share amounts)

Successor

Successor

September 30,
2020

December 31,
2019

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$

294,598

$

12,276

Accounts receivable, net of allowance for doubtful accounts of $522 in 2020 and $904 in 2019

7,921

24,461

Commissions receivable – current

95,122

101,078

Prepaid expenses and other current assets

19,530

5,954

Total current assets

417,171

143,769

Commissions receivable – non-current

405,697

281,853

Property, equipment, and capitalized software, net

15,463

6,339

Intangible assets, net

712,240

782,783

Goodwill

386,553

386,553

Other long-term assets

1,134

998

Total assets

$

1,938,258

$

1,602,295

Liabilities and stockholders/members’ equity

Current liabilities:

Accounts payable

$

9,181

$

13,582

Accrued liabilities

20,775

22,568

Commissions payable – current

52,029

56,003

Deferred revenue

55,406

15,218

Current portion of debt

4,170

3,000

Other current liabilities

3,765

2,694

Total current liabilities

145,326

113,065

Non-current liabilities:

Commissions payable – non-current

129,446

97,489

Long-term debt, net of current portion

396,817

288,233

Contingent consideration

—

242,700

Other non-current liabilities

3,500

664

Total non-current liabilities

529,763

629,086

Commitments and contingencies (Note 11)

Stockholders’/members’ equity:

Members’ interest

—

860,161

Class A common stock – $0.0001 par value; 1,100,000,000 shares authorized; 84,182,961 shares issued and outstanding at September 30, 2020

8

—

Class B common stock – $0.0001 par value; 690,000,000 shares authorized; 230,722,681 shares issued and outstanding at September 30, 2020

23

—

Preferred stock – $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2020

—

—

Additional paid-in capital

392,491

—

Accumulated other comprehensive loss

(85)

(17)

Accumulated deficit

(54,758)

Total stockholders’ equity attributable to GoHealth, Inc./members’ equity

337,679

860,144

Non-controlling interests

925,490

—

Total stockholders’/members’ equity

1,263,169

860,144

Total liabilities and stockholders’/members’ equity

$

1,938,258

$

1,602,295

GoHealth, Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands, unaudited)

Successor

Predecessor

Nine Months
Ended September
30, 2020

Period from
September 13,
2019 through
September 30,
2019

Period from
January 1, 2019
through
September 12,
2019

Operating activities:

Net loss

$

(230,299)

$

(11,706)

$

(57,063)

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

Share-based compensation

213,146

—

87,060

Depreciation and amortization

2,899

92

4,247

Amortization of intangible assets

70,543

4,703

—

Amortization of debt discount and issuance costs

1,744

79

—

Change in fair value of contingent consideration

19,700

—

—

Other non-cash items

(1,100)

285

150

Changes in assets and liabilities:

Accounts receivable

17,552

(122)

(108)

Commissions receivable

(117,888)

(15,405)

(63,448)

Prepaid expenses and other assets

(13,576)

(140)

1,325

Accounts payable

(4,402)

3,276

(1,981)

Accrued liabilities

(1,793)

(5,028)

17,860

Deferred revenue

40,188

18,098

1,926

Commissions payable

27,983

8,283

19,228

Other liabilities

4,138

13,728

85

Net cash provided by operating activities

28,835

16,143

9,281

Investing activities:

Acquisition of business, net of cash

—

(807,591)

—

Purchases of property, equipment and software

(12,023)

(813)

(5,597)

Net cash used in investing activities

(12,023)

(808,404)

(5,597)

Financing activities:

Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs

852,407

—

—

Payment of partial consideration of the Blocker Merger

(96,165)

—

—

Purchase of LLC Interests

(508,320)

—

—

Settlement of Senior Preferred Earnout Units

(100,000)

—

—

Issuance of preferred units

—

541,263

—

Proceeds received upon issuance of common units

10,000

—

—

Borrowings under term loans

117,000

300,000

—

Principal payments under term loans

(2,835)

—

—

Borrowings under revolving credit facilities

—

—

56,534

Payments under revolving credit facilities

—

—

(59,915)

Debt issuance cost payments

(6,291)

(9,283)

—

Principal payments under capital lease obligations

(218)

(270)

(68)

Net cash provided by (used in) financing activities

265,578

831,710

(3,449)

Effect of exchange rate changes on cash

(68)

(2)

(32)

Increase in cash and cash equivalents

282,322

39,447

203

Cash and cash equivalents at beginning of period

12,276

708

505

Cash and cash equivalents at end of period

$

294,598

$

40,155

$

708

Supplemental disclosure of cash flow information:

Non-cash investing and financing activities:

Purchases of property, equipment and software included in accounts payable

$

1,104

$

277

$

113

Purchases of property, equipment and software under capital leases

$

—

$

—

$

744

Issuance of senior preferred earnout units to settle contingent consideration liability

$

100,000

$

—

$

—

Issuance of common A and B units to settle contingent consideration liability

$

100,000

$

—

$

—

Issuance of Class A and Class B common stock in connection with the Transactions

$

30

$

—

$

—

Settlement of contingent consideration liability

$

62,400

$

—

$

—

Segment Information

The following table sets forth operating segment results for the periods indicated:

Successor

Predecessor

Non-GAAP Combined

Three Months Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jul 1, 2019
through
Sep 12, 2019

Three Months Ended
Sep 30, 2019

(in thousands, except percentages)

Dollars

% of Net
Revenues

Dollars

Dollars

Dollars

% of Net
Revenues

$ Change

% Change

Net revenues:

Medicare – Internal

$ 133,723

81.9%

$ 14,208

$ 48,872

$ 63,080

58.8%

$ 70,643

112.0%

Medicare – External

20,252

12.4%

3,865

16,577

20,442

19.1%

(190)

-0.9%

IFP and Other – Internal

6,147

3.8%

764

11,129

11,893

11.1%

(5,746)

-48.3%

IFP and Other – External

3,238

2.0%

953

10,832

11,785

11.0%

(8,547)

-72.5%

Total revenues

163,360

100.0%

19,790

87,410

107,200

100.0%

56,160

52.4%

Segment profit:

Medicare – Internal

49,464

30.3%

2,500

20,218

22,718

21.2%

26,746

117.7%

Medicare – External

720

0.4%

734

(4,178)

(3,444)

-3.2%

4,164

-120.9%

IFP and Other – Internal

(245)

-0.1%

(2,446)

1,583

(863)

-0.8%

618

-71.6%

IFP and Other – External

147

0.1%

495

378

873

0.8%

(726)

-83.2%

Total segment profit

50,086

30.7%

1,283

18,001

19,284

18.0%

30,802

159.7%

Corporate expense

224,368

137.3%

799

93,353

94,152

87.8%

130,216

138.3%

Amortization of intangible assets

23,514

14.4%

4,703

–

4,703

4.4%

18,811

400.0%

Transaction costs

–

–

6,245

1,968

8,213

7.7%

(8,213)

-100.0%

Interest expense

8,636

5.3%

1,289

31

1,320

1.2%

7,316

554.2%

Other (income) expense

2

0.0%

(10)

67

57

0.1%

(55)

-96.5%

Loss before income taxes

$ (206,434)

-126.4%

$ (11,743)

$ (77,418)

$ (89,161)

-83.2%

$ (117,273)

131.5%

______________

*      NM = Not meaningful

The following table sets forth operating segment results for the periods indicated:

Successor

Predecessor

Non-GAAP Combined

Nine Months Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine Months Ended
Sep 30, 2019

(in thousands, except percentages)

Dollars

% of Net
Revenues

Dollars

Dollars

Dollars

% of Net
Revenues

$ Change

% Change

Net revenues:

Medicare – Internal

$ 316,211

73.3%

$ 14,208

$ 102,196

$ 116,404

46.4%

$ 199,807

171.6%

Medicare – External

77,305

17.9%

3,865

55,981

59,846

23.9%

17,459

29.2%

IFP and Other – Internal

21,798

5.1%

764

37,909

38,673

15.4%

(16,875)

-43.6%

IFP and Other – External

16,113

3.7%

953

34,924

35,877

14.3%

(19,764)

-55.1%

Total revenues

431,427

100.0%

19,790

231,010

250,800

100.0%

180,627

72.0%

Segment profit:

Medicare – Internal

123,946

28.7%

2,500

40,024

42,524

17.0%

81,422

191.5%

Medicare – External

892

0.2%

734

4,893

5,627

2.2%

(4,735)

-84.1%

IFP and Other – Internal

181

0.0%

(2,446)

2,195

(251)

-0.1%

432

-172.1%

IFP and Other – External

789

0.2%

495

1,748

2,243

0.9%

(1,454)

-64.8%

Total segment profit

125,808

29.2%

1,283

48,860

50,143

20.0%

75,665

150.9%

Corporate expense

241,942

56.1%

799

103,469

104,268

41.6%

137,674

132.0%

Change in fair value of contingent

   consideration liability

19,700

4.6%

–

–

–

–

19,700

NM

Amortization of intangible assets

70,543

16.4%

4,703

–

4,703

1.9%

65,840

1400.0%

Transaction costs

–

–

6,245

2,267

8,512

3.4%

(8,512)

-100.0%

Interest expense

24,378

5.7%

1,289

140

1,429

0.6%

22,949

1605.9%

Other (income) expense

(494)

-0.1%

(10)

114

104

0.0%

(598)

-575.0%

Loss before income taxes

$ (230,261)

-53.4%

$ (11,743)

$ (57,129)

$ (68,873)

-27.5%

$ (161,388)

234.3%

______________

*      NM = Not meaningful

The following table presents the number of Submitted Policies by product for the Medicare segments for the three and nine months ended September 30, 2020 and 2019, split between those submissions that are commissionable (compensated through commissions received from carriers) and those that are non-commissionable (compensated via hourly fees and enrollment fees):

Successor

Predecessor

Combined

Successor

Predecessor

Combined

Three Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
July 1, 2019
through
Sep 12, 2019

Three
Months
Ended
Sep 30, 2019

Nine
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine
Months
Ended
Sep 30, 2019

Medicare Advantage

97,675

13,608

51,078

64,686

314,088

13,608

134,173

147,781

Medicare Supplement

1,245

763

3,091

3,854

6,164

763

11,205

11,968

Prescription Drug Plans

2,006

452

2,217

2,669

6,437

452

7,675

8,127

Total Medicare – Commissionable

100,926

14,823

56,386

71,209

326,689

14,823

153,053

167,876

Medicare Advantage

6,472

1,005

2,338

3,343

20,806

1,005

4,240

5,245

Medicare Supplement

1,716

234

635

869

5,262

234

1,051

1,285

Prescription Drug Plans

1,034

155

335

490

2,787

155

471

626

Total Medicare – Non Commissionable

9,222

1,394

3,308

4,702

28,855

1,394

5,762

7,156

Total Medicare Submitted Policies

110,148

16,217

59,694

75,911

355,544

16,217

158,815

175,032

The following tables present the number of Approved Submissions by product relating to commissionable policies for the Medicare segments for the three and nine months ended September 30, 2020 and 2019. Only commissionable policies are used to calculate our LTV.

Medicare—Internal

Successor

Predecessor

Combined

Successor

Predecessor

Combined

Three
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
July 1, 2019
through
Sep 12, 2019

Three
Months
Ended
Sep 30, 2019

Nine
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine
Months
Ended
Sep 30, 2019

Medicare Advantage

77,186

8,940

36,270

45,210

228,612

8,940

86,544

95,484

Medicare Supplement

315

199

944

1,143

1,602

199

3,198

3,397

Prescription Drug Plans

1,574

313

1,611

1,924

5,319

313

5,078

5,391

Total Medicare – Internal

Commissionble Approved Submissions

79,075

9,452

38,825

48,277

235,533

9,452

94,820

104,272

Medicare—External

Successor

Predecessor

Combined

Successor

Predecessor

Combined

Three
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
July 1, 2019
through
Sep 12, 2019

Three
Months
Ended
Sep 30, 2019

Nine
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine
Months
Ended
Sep 30, 2019

Medicare Advantage

19,390

3,441

15,551

18,992

80,656

3,441

48,341

51,782

Medicare Supplement

844

466

1,852

2,318

4,035

466

7,065

7,531

Prescription Drug Plans

352

139

606

745

1,206

139

2,597

2,736

Total Medicare – External

Commissionble Approved Submissions

20,586

4,046

18,009

22,055

85,897

4,046

58,003

62,049

The following table presents the LTV per Approved Submission by product for the Medicare segments for the three and nine months ended September 30, 2020 and 2019:

Successor

Predecessor

Combined Non-GAAP

Successor

Predecessor

Combined Non-GAAP

Three
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
July 1, 2019
through
Sep 12, 2019

Three
Months
Ended
Sep 30, 2019

Nine
Months
Ended
Sep 30, 2020

Period from
Sep 13, 2019
through
Sep 30, 2019

Period from
Jan 1, 2019
through
Sep 12, 2019

Nine
Months
Ended
Sep 30, 2019

Medicare Advantage

$ 987

$ 1,013

$ 922

$ 939

$ 913

$ 1,013

$ 888

$ 899

Medicare Supplement

$ 934

$ 951

$ 846

$ 867

$ 929

$ 951

$ 911

$ 914

Prescription Drug Plans

$ 215

$ 200

$ 198

$ 198

$ 216

$ 200

$ 194

$ 194

View original content to download multimedia:http://www.prnewswire.com/news-releases/gohealth-reports-third-quarter-2020-results-and-increases-2020-outlook-as-a-result-of-strong-medicare-enrollments-and-operating-leverage-301171322.html

SOURCE GoHealth, Inc.

Posted on November 11, 2020 4:08 pm
Synopsys Acquires In-chip Monitoring Solutions Leader Moortec

Acquisition Expands Silicon Lifecycle Management Platform to Include Critical PVT Sensor Data for Greater Chip and System Optimizations

PR Newswire

MOUNTAIN VIEW, Calif., Nov. 11, 2020 /PRNewswire/ — Synopsys, Inc. (NASDAQ: SNPS) today announced that it has acquired Moortec, a leading provider of in-chip monitoring technology specializing in process, voltage and temperature (PVT) sensors. The Moortec sensors provide a key component to Synopsys’ new Silicon Lifecycle Management (SLM) platform. Data from these environmental sensors is critical to properly understanding chip performance activity and will enable the SLM platform’s analytics engines to drive more detailed and precise optimizations at each stage of the semiconductor lifecycle, starting with design implementation, and progressing through manufacturing, production test, bring-up and culminating with in-field operation.

The terms of the deal, which are not material to Synopsys’ financials, are not being disclosed.

“We continue to deliver on our roadmap of innovation to provide silicon lifecycle optimization solutions that address the evolving needs of the dynamic semiconductor industry,” said Sassine Ghazi, chief operating officer of Synopsys. “This acquisition accelerates the expansion of our SLM platform by providing our customers with a comprehensive data-analytics-driven solution for devices at the most advanced process nodes.”

In-chip monitoring is now a necessity at advanced process nodes as it enables mission critical management of increasingly variable physical and functional conditions in real-time, thereby increasing performance and reliability. Moortec brings to Synopsys the industry’s most advanced and comprehensive range of in-chip PVT sensors and control subsystems. Moortec’s technology has been adopted by many of the world’s largest fabless and IDM companies, and has been used on hundreds of chip designs on all popular process nodes down to 5nm.

The integration of Moortec’s sensor technology into the Synopsys SLM platform adds a new dimension of value. In addition to providing real-time in-chip feedback, data from these sensors will now be extracted and fed to the platform’s analytics engines. The environmental data provided by these sensors is an essential part of fully understanding complex activities within the chip. Combining this information with data from other structural and functional monitors provide the rich data needed to derive the greatest optimizations throughout the lifecycle.

About Synopsys

Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As the world’s 15th largest software company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and is also growing its leadership in software security and quality solutions. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing applications that require the highest security and quality, Synopsys has the solutions needed to deliver innovative, high-quality, secure products. Learn more at www.synopsys.com.

Editorial Contact:

Simone Souza

Synopsys, Inc.
650-584-6454
[email protected]

Investor Contact:

Lisa Ewbank

Synopsys, Inc.
650-584-1901
[email protected]

View original content:http://www.prnewswire.com/news-releases/synopsys-acquires-in-chip-monitoring-solutions-leader-moortec-301171313.html

SOURCE Synopsys, Inc.

Posted on November 11, 2020 4:08 pm
Pangaea Logistics Solutions Ltd. Reports Financial Results for the Quarter Ended September 30, 2020

PR Newswire

NEWPORT, R.I., Nov. 11, 2020 /PRNewswire/ — Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months ended September 30, 2020.

3rd Quarter Highlights

Net income attributable to Pangaea Logistics Solutions Ltd. was $7.6 million for three months ended September 30, 2020 as compared to $8.3 million of net income for the same period of 2019.

Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. of $8.1 million as compared to $8.6 million for the three months ended September 30, 2019.

Diluted net income per share was $0.17 for three months ended September 30, 2020 as compared to earnings per share of $0.19 for the same period of 2019.

Pangaea’s TCE rates were $13,316 for the three months ended September 30, 2020 and $15,915 for the three months ended September 30, 2019. The market average for the third quarter of 2020 was approximately $10,286, giving the Company an overall average premium over market rates of approximately $3,030 or 29%.

Adjusted EBITDA of $15.1 million for the three months ended September 30, 2020, compared to $18.0 million for the same period of 2019.

At the end of the quarter, Pangaea had $48.1 million in cash, restricted cash and cash equivalents.

The Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary Nordic Bulk Holding Company Ltd. (NBHC), which owns six modern 1-A ice-class panamax bulk vessels, increasing its equity interest to 66.7%.

Ed Coll, Chief Executive Officer of Pangaea Logistics Solutions, commented:

“The third quarter was an active one for us from an operating and investing perspective. We deployed our industry leading ice class capabilities to meet our clients’ needs during the summer arctic shipping season. Our operating fleet expanded from an average of 40 ships in the second quarter to 52 ships in the third quarter, which shows our unique chartering strategy in practice as we limited our exposure to turbulent markets by redelivering vessels earlier in the year and replacing them when needed to meet client demand. Our achieved TCE continued to outperform the market average by 29%. Furthermore, as we previously announced, we increased our ownership in our six ice-class 1A panamax vessels from 33% to 67%, solidifying our position in the strategically important ice class sector. We took additional steps to reduce the average age of our fleet as we completed the sale of the m/v Bulk Beothuk in the 3rd quarter.”

Mr. Coll added, “Collectively we are encouraged by the steps we’ve taken as we focus on niches where we add value and in turn enhance shareholder value. Furthermore, as we look ahead, we continue to watch the rapidly changing conditions caused by COVID-19, from changes to our working environment to rotating crews aboard our vessels. We again extend our sincere gratitude to our people and their families for the hardships they are facing, ashore and aboard our vessels. Our results year over year remain strong. In the longer term we are encouraged by the decline in newbuilding orders and its impact on the dry bulk industry, however we expect, and have prepared for, continued uncertainty in our markets over the next few quarters.”

Results for the three months ended September 30, 2020 and 2019

Total revenue was $103.8 million for the three months ended September 30, 2020, compared with $118.9 million for the three months ended September 30, 2019. The 13% decrease in revenues was mainly attributed to the decrease in the average time charter rates achieved by our vessels during the third quarter of 2020 compared to the same period in 2019.

Time Charter Equivalent rate (TCE) was $13,316 per day for the three months ended September 30, 2020, compared to an average of $15,915 per day for the same period in 2019. However, the achieved premium over the average market TCE rate increased by $3,030 per day or 29% for the three months ended September 30, 2020 compared to 16% in the same period in 2019. The total number of shipping days remained relatively consistent with a 2% increase to 4,734 days in the three months ended September 30, 2020, compared to 4,636 for the same period in 2019, predominantly due to the increase in voyage days.

Liquidity and Cash Flows

Cash, restricted cash and cash equivalents were $48.1 million as of September 30, 2020, compared with $53.1 million on December 31, 2019.

At September 30, 2020 and December 31, 2019, the Company had working capital of $17.3 million and $37.1 million, respectively. Net cash provided by operating activities during the nine months ended September 30, 2020 was $22.4 million compared to net cash provided by operating activities of $23.4 million for the nine months ended September 30, 2019.

Net cash used in investing activities during the nine months ended September 30, 2020 and 2019 was $6.0 million and $48.2 million, respectively. During the nine months ended September 30, 2020, the Company received sale proceeds of $11.7 million from the sale of three vessels and paid $15.0 million for the acquisition of an additional one-third interest in NBHC.

Net cash used in financing activities during the nine months ended September 30, 2020 was $21.4 million compared to net cash provided by financing activities of $5.3 million during the same period of 2019. The Company exercised an early buy-out of one of its finance leases for a purchase price of $5.5 million during the nine months ended September 30, 2020 compared to proceeds received of $14.0 million from a finance lease during the same period of 2019.

Subsequent Event

NBHC Loan Refinancing

On November 2, 2020, NBHC signed a nonbinding term sheet with a new lender pursuant to which the new lender has proposed to provide NBHC a loan for up to $18.0 million with a term of 84 months at an interest rate of 2.95% per annum. The borrower will make 28 quarterly payments in arrears followed by one final installment of $4.4 million payable on the 7^th anniversary of the drawdown date, no later than December 31, 2020. The Loan would be secured by a first lien on m/v Nordic Odyssey and m/v Nordic Orion. The Company intends to use a portion of the proceeds of the loan to repay the outstanding balance of $10.6 million for the Nordic Odyssey and Nordic Orion loan facilities which matures on December 31, 2020.

Conference Call Details

The Company’s management team will host a conference call to discuss the Company’s financial results on November 12, 2020 at 8:00 a.m., Eastern Time (ET). To access the conference call, please dial (888) 895-3561 (domestic) or (904) 685-6494 (international) approximately ten minutes before the scheduled start time and reference ID#5847439.

A supplemental slide presentation will accompany this quarter’s conference call and can be found attached to the Current Report on Form 8-K that the Company filed concurrently with this press release. This document will be available at http://www.pangaeals.com/company-filings or at sec.gov.

A recording of the call will also be available for two weeks and can be accessed by calling (855) 859-2056 (domestic) or (404) 537-3406 (international) and referencing ID#5847439.

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Income

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Revenues:

Voyage revenue

$

98,120,344

$

103,806,391

$

251,501,401

$

247,087,805

Charter revenue

5,646,214

15,079,005

18,541,264

34,632,391

Total revenue

103,766,558

118,885,396

270,042,665

281,720,196

Expenses:

Voyage expense

40,729,271

45,102,602

120,283,093

114,501,121

Charter hire expense

34,969,551

41,980,065

82,498,729

85,244,779

Vessel operating expense

9,699,890

11,331,770

28,958,812

32,160,692

General and administrative

3,691,963

2,768,253

11,557,594

12,160,924

Depreciation and amortization

4,230,302

4,652,563

12,818,260

13,521,078

Loss on impairment of vessels

—

—

1,801,039

—

Loss on sale of vessels

485,580

—

705,065

—

Total expenses

93,806,557

105,835,253

258,622,592

257,588,594

Income from operations

9,960,001

13,050,143

11,420,073

24,131,602

Other (expense) income:

Interest expense, net

(1,956,729)

(2,499,617)

(6,073,599)

(6,807,837)

Interest expense on related party debt

—

(10,902)

—

(48,938)

Unrealized gain (loss) on derivative
instruments, net

(18,098)

(301,058)

(1,530,875)

2,203,899

Other income

301,543

180,194

996,734

580,106

Total other (expense), net

(1,673,284)

(2,631,383)

(6,607,740)

(4,072,770)

Net income

8,286,717

10,418,760

4,812,333

20,058,832

Income attributable to non-controlling
interests

(734,472)

(2,097,200)

(1,050,287)

(4,002,217)

Net income attributable to Pangaea
Logistics Solutions Ltd.

$

7,552,245

$

8,321,560

$

3,762,046

$

16,056,615

Earnings per common share:

Basic

$

0.17

$

0.19

$

0.09

$

0.38

Diluted

$

0.17

$

0.19

$

0.09

$

0.37

Weighted average shares used to
compute earnings per common share:

Basic

43,488,241

42,817,933

43,393,764

42,729,775

Diluted

43,510,961

43,354,742

43,398,472

43,247,417

Pangaea Logistics Solutions Ltd.

Consolidated Balance Sheets

September 30,
2020

December 31,
2019

(unaudited)

Assets

Current assets

Cash and cash equivalents

$

45,558,951

$

50,555,091

Restricted cash

1,500,000

1,000,000

Accounts receivable (net of allowance of $1,697,961 and $1,908,841 at
September 30, 2020 and December 31, 2019, respectively)

19,938,892

28,309,402

Bunker inventory

16,232,580

21,001,010

Advance hire, prepaid expenses and other current assets

22,422,135

18,770,825

Vessel held for sale

—

8,319,152

Total current assets

105,652,558

127,955,480

Restricted cash

1,000,000

1,500,000

Fixed assets, net

275,616,572

281,474,857

Investment in newbuildings in-process

15,390,635

15,357,189

Finance lease right of use assets, net

45,732,947

53,615,305

Total assets

$

443,392,712

$

479,902,831

Liabilities and stockholders’ equity

Current liabilities

Accounts payable, accrued expenses and other current liabilities

$

39,092,634

$

39,973,635

Related party debt

242,852

332,987

Deferred revenue

10,387,175

14,376,394

Current portion of secured long-term debt

31,619,969

22,990,674

Current portion of finance lease liabilities

6,952,635

12,549,208

Dividend payable

99,127

631,961

Total current liabilities

88,394,392

90,854,859

Secured long-term debt, net

65,513,329

83,649,717

Finance lease liabilities, net

52,277,654

57,498,217

Long-term liabilities – other

10,062,268

4,828,364

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares
issued or outstanding

—

—

Common stock, $0.0001 par value, 100,000,000 shares authorized; 45,065,662
shares issued and outstanding at September 30, 2020; 44,886,122 shares issued
and outstanding at December 31, 2019

4,507

4,489

Additional paid-in capital

159,265,939

157,504,895

Retained earnings

16,498,626

12,736,580

Total Pangaea Logistics Solutions Ltd. equity

175,769,072

170,245,964

Non-controlling interests

51,375,997

72,825,710

Total stockholders’ equity

227,145,069

243,071,674

Total liabilities and stockholders’ equity

$

443,392,712

$

479,902,831

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Cash Flows

(unaudited)

Nine Months Ended September 30,

2020

2019

Operating activities

Net income

$

4,812,333

$

20,058,832

Adjustments to reconcile net income to net cash (used in) provided by operations:

Depreciation and amortization expense

12,818,260

13,521,078

Amortization of deferred financing costs

513,092

538,427

Amortization of prepaid rent

91,704

88,948

Unrealized loss (gain) on derivative instruments

1,530,875

(2,203,899)

Income from equity method investee

(1,097,531)

(416,435)

Earnings attributable to non-controlling interest recorded as interest expense

104,662

—

Recovery for doubtful accounts

(45,661)

(47,351)

Loss on impairment of vessels

1,801,039

—

Loss on sale of vessel

705,065

—

Drydocking costs

(3,112,910)

(1,561,689)

Share-based compensation

1,915,188

1,365,968

Change in operating assets and liabilities:

Accounts receivable

8,416,171

(692,306)

Bunker inventory

4,768,430

2,219,986

Advance hire, prepaid expenses and other current assets

(2,553,779)

(15,220,967)

Accounts payable, accrued expenses and other current liabilities

(4,236,385)

6,171,148

Deferred revenue

(3,989,219)

(419,835)

Net cash provided by operating activities

22,441,334

23,401,905

Investing activities

Purchase of vessels and vessel improvements

(2,072,496)

(40,201,356)

Investment in newbuildings in-process

(33,446)

(7,691,522)

Purchase of fixed assets and equipment

—

(293,385)

Acquisition of non-controlling interest

(15,000,000)

—

Proceeds from sale of vessels

11,691,507

—

Purchase of derivative instrument

(628,000)

—

Net cash provided by (used in) investing activities

(6,042,435)

(48,186,263)

Financing activities

Proceeds from long-term debt

—

14,000,000

Payments of related party debt

—

(1,681,063)

Payments of financing fees and issuance costs

(167,984)

(646,538)

Payments of long-term debt

(9,852,201)

(17,343,675)

Proceeds from finance leases

—

25,600,000

Dividends paid to non-controlling interests

—

(4,666,665)

Payments of finance lease obligations

(10,817,136)

(4,678,761)

Accrued common stock dividends paid

(532,834)

(5,242,613)

Cash paid for incentive compensation shares relinquished

(154,126)

—

Contributions from non-controlling interest recorded as long-term liability

322,750

—

Payments to non-controlling interest recorded as long-term liability

(193,508)

—

Net cash (used in) provided by financing activities

(21,395,039)

5,340,685

Net decrease in cash, cash equivalents and restricted cash

(4,996,140)

(19,443,673)

Cash, cash equivalents and restricted cash at beginning of period

53,055,091

56,114,735

Cash, cash equivalents and restricted cash at end of period

$

48,058,951

$

36,671,062

Supplemental cash flow information

Cash and cash equivalents

$

45,558,951

$

34,171,062

Restricted cash

2,500,000

2,500,000

$

48,058,951

$

36,671,062

Supplemental non-cash investing and financing Information:

Deferred consideration related to acquisition of non-controlling interest

$

7,500,000

$

—

Pangaea Logistics Solutions Ltd.

Reconciliation of Non-GAAP Measures

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Net Transportation and Service Revenue

Gross Profit

14,183,087

15,850,171

25,620,946

36,396,012

Add:

Vessel Depreciation and Amortization

4,184,759

4,620,788

12,681,085

13,417,592

Net transportation and service revenue

$

18,367,846

$

20,470,959

$

38,302,031

$

49,813,604

Adjusted EBITDA

Income from operations

$

9,960,001

$

13,050,143

$

11,420,073

$

24,131,602

Depreciation and amortization

4,230,302

4,652,563

12,818,260

13,521,078

Loss on impairment of vessels

—

—

1,801,039

—

Loss on sale of vessel

485,580

—

705,065

—

Share-based compensation

391,702

320,462

1,915,188

1,365,969

Adjusted EBITDA

$

15,067,585

$

18,023,168

$

28,659,625

$

39,018,649

Earnings Per Common Share

Net income (loss) attributable to Pangaea Logistics
Solutions Ltd.

$

7,552,245

$

8,321,560

$

3,762,046

$

16,056,615

Weighted average number of common shares
outstanding – basic

43,488,241

42,817,933

43,393,764

42,729,775

Weighted average number of common shares
outstanding – diluted

43,510,961

43,354,742

43,398,472

43,247,417

Earnings per common share – basic

$

0.17

$

0.19

$

0.09

$

0.38

Earnings per common share – diluted

$

0.17

$

0.19

$

0.09

$

0.37

Adjusted EPS

Net Income attributable to Pangaea Logistics Solutions Ltd.

$

7,552,245

$

8,321,560

$

3,762,046

$

16,056,615

Non-GAAP

Add: loss on sale of vessels

485,580

—

705,065

—

Loss on impairment of vessels

—

—

1,801,039

—

Unrealized (gain) loss on derivative instruments

18,098

301,058

1,530,875

(2,203,899)

Non-GAAP adjusted net income (loss) attributable to
Pangaea Logistics Solutions Ltd.

$

8,055,923

$

8,622,618

$

7,799,025

$

13,852,716

Weighted average number of common shares – basic

43,488,241

42,817,933

43,393,764

42,729,775

Weighted average number of common shares – diluted

43,510,961

43,354,742

43,398,472

43,247,417

Adjusted EPS – basic

$

0.19

$

0.20

$

0.18

$

0.32

Adjusted EPS – diluted

$

0.19

$

0.20

$

0.18

$

0.32

INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release discusses non-GAAP financial measures, including non-GAAP net revenue and non-GAAP adjusted EBITDA. This is considered a non-GAAP financial measure as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use non-GAAP financial measures for internal financial and operational decision making purposes and as a means to evaluate period-to-period comparisons of the performance and results of operations of our core business. Our management believes that non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding charges that are not incurred in the normal course of business. Non-GAAP financial measures also facilitate management’s internal planning and comparisons to our historical performance and liquidity. We believe certain non-GAAP financial measures are useful to investors as they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and are used by our institutional investors and the analyst community to help them analyze the performance and operational results of our core business.

Gross Profit. Gross profit represents total revenue less net transportation and service revenue and less vessel depreciation and amortization.

Net transportation and service revenue. Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company’s operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.

Adjusted EBITDA and adjusted EPS. Adjusted EBITDA represents income or loss from operations before depreciation, amortization and, when applicable, loss on sale and leaseback of vessel, loss on impairment of vessels, stock-based compensation and certain non-recurring charges. Earnings per share represents net income divided by the weighted average number of common shares outstanding. Adjusted earnings per share represents net income attributable to Pangaea Logistics Solutions Ltd. plus, when applicable, loss on sale of vessel, loss on sale and leaseback of vessel, loss on impairment of vessel, unrealized gains and losses on derivative instruments, and certain non-recurring charges, divided by the weighted average number of shares of common stock.

There are limitations related to the use of net revenue versus income from operations, adjusted EBITDA versus income from operations, and adjusted EPS versus EPS calculated in accordance with GAAP. In particular, Pangaea’s definition of adjusted EBITDA used here are not comparable to EBITDA.

The table set forth above provides a reconciliation of the non-GAAP financial measures presented during the period to the most directly comparable financial measures prepared in accordance with GAAP.

About Pangaea Logistics Solutions Ltd.

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) provides logistics services to a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, and limestone. The Company addresses the transportation needs of its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Learn more at www.pangaeals.com.

Investor Relations Contacts

Gianni Del Signore

Tiya Gulanikar

Chief Financial Officer

Prosek Partners

401-846-7790

646-818-9288

[email protected]

[email protected]

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

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SOURCE Pangaea Logistics Solutions Ltd.

Posted on November 11, 2020 4:08 pm
Fathom Holdings Inc. Reports 74% Year-Over-Year Revenue Growth for 2020 Third Quarter

PR Newswire

CARY, N.C., Nov. 11, 2020 /PRNewswire/ — Fathom Holdings Inc. (Nasdaq: FTHM), a holding company that primarily operates through its wholly owned subsidiary, Fathom Realty, LLC, a national, cloud-based, technology-driven, residential real estate brokerage, today announced financial results for the 2020 third quarter and year-to-date period ended September 30, 2020.

Third Quarter 2020 Financial Results

Revenue for the 2020 third quarter grew 74% to $55.8 million, from $32.1 million for the comparable period last year. During the third quarter of 2020, Fathom completed approximately 8,100 real estate transactions, a 56% increase from approximately 5,200 transactions during the same period last year. Average revenue per transaction expanded 12% to $6,895, from $6,171 for last year’s third quarter. Fathom’s real estate agent network grew to 5,026 agents as of September 30, 2020, up 38% from 3,629 one year ago.

GAAP net loss for the 2020 third quarter narrowed to $184,000, or a loss of $0.02 per share, compared with a GAAP net loss of $239,000, or a loss of $0.02 per share, for last year’s third quarter. Adjusted EBITDA, a non-GAAP measure, increased to $5,800 for the third quarter of 2020, from an adjusted EBITDA loss of $170,000 for the same period last year. Fathom is providing adjusted EBITDA, a non-GAAP financial measure, because it provides additional information for monitoring the company’s performance. A table providing a reconciliation of adjusted EBITDA to its most comparable GAAP measure, as well as an explanation of this non-GAAP measure, is included in the tables at the end of this press release.

“By all accounts, the third quarter was a resounding success. Our significant revenue growth reflected our expanded agent network, focus on increasing agent productivity, and improving market conditions, including continued rising home prices both in our mature and newer markets,” said Fathom CEO Joshua Harley. “I’m especially proud of our results, which exceeded expectations, as we were only public and funded for a little over half of the quarter. Clearly, our growth is a result of our tenacity, amazing team, and disruptive model that is attracting hundreds of agents each month.

“We are prudently and strategically using our IPO funds to accelerate growth, including our planned acquisition of Verus Title, which we announced earlier this month, hiring new leaders to accelerate our growth, and geographic expansion into the Oklahoma and West Virginia markets. We are continuing to identify additional opportunities to give us the ability to better serve our agents, including expanding our footprint and increasing our revenue through vertical integration,” Harley continued. “Fathom has built what we believe is an exceptional company dedicated to serving others, which is one of our key missions, and is reflected in both our agent and transaction growth. Fathom is founded on a culture of service, which assists with our agent recruiting and retention efforts. I believe our future is very bright. Our team remains dedicated to proving that out, and we look forward to continued growth and sharing our progress with you.”

First Nine Months 2020 Financial Results

Total revenue for the first nine months of 2020 increased 58% to $123.4 million, from $78.0 million for the same period of 2019. GAAP net loss for the first nine months of 2020 was $66,000, or a loss of $0.01 per share, compared with a GAAP net loss of $2.7 million, or a loss of $0.28 per share, for the first nine months of last year. Adjusted EBITDA totaled $469,000 for the 2020 period, versus an adjusted EBITDA loss of $1.1 million for the 2019 period.

The company had cash and cash equivalents of $31.0 million at September 30, 2020, up from $579,000 at December 31, 2019, primarily reflecting the completion of the company’s initial public offering on August 4, 2020, which resulted in the issuance and sale of approximately 3.4 million shares at an offering price of $10.00 per share, providing net proceeds of $31.1 million, net of offering costs.

“Our balance sheet is strong and flexible, providing us the opportunity to execute our growth plans,” added Fathom President and CFO Marco Fregenal. “Despite the pandemic-related challenges of 2020, Fathom’s market remains strong, we are recruiting new agents at a rapid pace, and at the same time, we are working to solidify and expand our market position.”

Fiscal 2020 Third Quarter Financial Results Conference Call

Date:

Wednesday, November 11, 2020

Time:

5:00 p.m. ET/2:00 p.m. PT

Phone:

877-270-2148 (domestic); 412-902-6510 (international)

Replay:

Accessible through November 18, 2020; 877-344-7529 (domestic);

412-317-0088 (international); replay access code 10149556

Webcast:

Accessible at www.FathomRealty.com; archive available for

approximately one year

About Fathom Holdings Inc.

Fathom Holdings Inc. is the parent company of Fathom Realty Holdings, LLC, a national, virtual, full-service real estate brokerage that leverages proprietary cloud-based software called intelliAgent to operate a Platform as a Service model (PaaS) for the residential real estate industry. Fathom offers real estate professionals 100% commission, small flat-fee transaction costs, support, technology, and training, all powered by best in class operational efficiencies. For more information visit www.fathomrealty.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” include, but are not limited to, accelerating growth. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including: risks associated with the COVID pandemic; competition; management of growth; risks associated with making and integrating acquisitions; the costs and distractions of operating as a public company; and the others set forth in the Risk Factors section of the Company’s registration statement for its initial public offering filed with the SEC, copies of which are available on the SEC’s website at www.sec.gov, along with other Company filings made with the SEC made from time to time. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Relations and Media Contacts:

Roger Pondel/Laurie Berman
PondelWilkinson Inc.
[email protected]
(310) 279-5980

Marco Fregenal
President and CFO
Fathom Holdings Inc.
[email protected]
(888) 455-6040

(Financial tables follow)

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

2020

2019

2020

2019

Revenue

$

55,847,915

$

32,089,978

$

123,375,490

$

78,017,017

Cost of revenue

52,871,073

30,318,582

115,915,107

73,197,739

Gross profit

2,976,842

1,771,396

7,460,383

4,819,278

General and administrative

2,895,055

1,927,407

6,835,350

7,332,891

Marketing

217,931

55,483

586,595

159,432

Total operating expenses

3,112,986

1,982,890

7,421,945

7,492,323

Income (loss) from operations

(136,144)

(211,494)

38,438

(2,673,045)

Other expense (income), net

Interest expense, net

16,103

27,385

80,658

81,816

Other income, net

–

–

(10,000)

–

Other expense (income), net

16,103

27,385

70,658

81,816

Loss from operations before income taxes

(152,247)

(238,879)

(32,220)

(2,754,861)

Income tax (expense) benefit

(31,500)

–

(33,500)

7,980

Net loss

$

(183,747)

$

(238,879)

$

(65,720)

$

(2,746,881)

Net loss per share

    Basic and Diluted

$

(0.02)

$

(0.02)

$

(0.01)

$

(0.28)

Weighted average common shares outstanding

    Basic and Diluted

12,156,111

9,888,462

10,721,917

9,793,727

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2020

December 31, 2019

ASSETS

(Unaudited)

Current assets:

Cash and cash equivalents

$

30,993,116

$

579,416

Accounts receivable

1,398,123

304,769

Agent annual fees receivable, net of allowance for doubtful accounts of $455,551 and $349,420

744,929

356,131

Due from affiliates

–

2,561

Prepaid and other current assets

1,031,851

411,202

Total current assets

34,168,019

1,654,079

Property and equipment, net

107,549

105,972

Capitalized software, net

721,786

464,842

Lease right of use assets

249,075

265,140

Total assets

$

35,246,429

$

2,490,033

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable and accrued liabilities

$

4,233,501

$

2,806,228

Due to affiliates

–

23,658

Loan payable – current portion

17,319

17,095

Notes payable – current portion

186,978

–

Lease liability – current portion

78,531

89,566

Total current liabilities

4,516,329

2,936,547

Loan payable, net of current portion

22,076

35,093

Notes payable, net of current portion

266,603

500,000

Lease liability, net of current portion

174,163

177,578

Total liabilities

4,979,171

3,649,218

Commitments and contingencies

Stockholders’ Equity (Deficit)

Common stock, $0.00 par value, 100,000,000 authorized and 13,638,049 and
10,211,658 issued and outstanding as of September 30, 2020 and December 31,
2019

–

–

Treasury Stock, at cost, 5,683 and 0 shares as of September 30, 2020 and
December 31, 2019

(30,000)

–

Additional paid-in capital

36,510,545

4,988,382

Accumulated deficit

(6,213,287)

(6,147,567)

          Total stockholders’ equity (deficit)

30,267,258

(1,159,185)

Total liabilities and stockholders’ equity (deficit)

$

35,246,429

$

2,490,033

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine months ended September 30,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(65,720)

$

(2,746,881)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

108,457

41,519

Bad debt expense

106,131

110,451

Share based compensation

322,433

1,579,099

Change in operating assets and liabilities:

Accounts receivable

(1,093,354)

987,819

Agent annual fees receivable

(494,929)

(531,911)

Due from affiliates

2,561

575,029

Prepaid and other assets

(620,649)

31,379

Accounts payable and accrued liabilities

1,427,273

(325,894)

Operating lease right of use assets

16,065

63,061

Operating lease liabilities

(14,450)

(61,694)

Due to affiliates

(23,658)

13,594

            Net cash used in operating activities

(329,840)

(264,429)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(25,878)

(19,728)

Purchase of capitalized software

(341,100)

(232,780)

            Net cash used in investing activities

(366,978)

(252,508)

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on loan payable

(12,793)

(12,573)

Proceeds from issuance of common stock

83,014

576,000

Proceeds from the issuance of common stock in connection with public offering

34,300,000

–

Payment of offering cost in connection with issuance of common stock in connection with pubic offering

(3,183,284)

–

Purchase of treasury stock

(30,000)

–

Extinguishment of note payable

(500,000)

–

Proceeds from note payable

453,581

–

            Net cash provided by financing activities

31,110,518

563,427

Net increase in cash and cash equivalents

30,413,700

46,490

Cash and cash equivalents at beginning of period

579,416

1,008,538

Cash and cash equivalents at end of period

$

30,993,116

$

1,055,028

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

$

81,803

$

81,945

Income taxes paid

$

5,361

$

12,505

   Right of use assets obtained in exchange for lease liabilities

$

–

$

261,814

   Issuance of common stock warrants as offering costs in connection with public offering of common stock

$

677,082

$

–

FATHOM HOLDINGS INC.

RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

2020

2019

2020

2019

Net loss

$

(183,747)

$

(238,879)

$

(65,720)

$

(2,746,881)

Other expense (income), net

16,103

27,385

70,658

81,816

Income tax expense (benefit)

31,500

–

33,500

(7,980)

Depreciation & amortization

44,686

17,886

108,457

41,519

Restricted stock award compensation expense

97,219

2,942

298,239

1,546,247

Stock option compensation expense

–

21,033

24,194

32,852

Adjusted EBITDA

$

5,761

$

(169,633)

$

469,328

$

(1,052,427)

Note about Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company uses Adjusted EBITDA, a non-GAAP financial measure, to understand and evaluate its core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Fathom defines Adjusted EBITDA as net income (loss), excluding other expense (income), net, income tax expense (benefit), depreciation and amortization, and share-based compensation expense.

Fathom believes that Adjusted EBITDA provides useful information about the Company’s financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by management for financial and operational decision-making. The Company believes that Adjusted EBITDA helps identify underlying trends in its business that otherwise could be masked by the effect of the expenses excluded in Adjusted EBITDA. In particular, Fathom believes the exclusion of share-based compensation expense related to restricted stock awards and stock options provides a useful supplemental measure in evaluating the performance of its operations and provides better transparency into its results of operations.

Adjusted EBITDA is being presented to assist investors in seeing the Company’s financial performance through the eyes of management, and because it believes this measure provides an additional tool for investors to use in comparing Fathom’s core financial performance over multiple periods with other companies in its industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net income (loss), the closest comparable GAAP measure, including:

Adjusted EBITDA excludes share-based compensation expense related to restricted stock awards and stock options, which have been, and will continue to be for the foreseeable future, significant recurring expenses in the Company’s business and an important part of its compensation strategy; and

Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation and amortization of property and equipment and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future.

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SOURCE Fathom Realty

Posted on November 11, 2020 4:08 pm
BioHiTech Global to Report Third Quarter 2020 Financial Results on Monday, November 16, 2020 and Provide Corporate Update

Conference call to be held Monday, November 16, at 4:30 p.m. Eastern Time

PR Newswire

CHESTNUT RIDGE, N.Y., Nov. 11, 2020 /PRNewswire/ — BioHiTech Global, Inc. (“BioHiTech” or the “Company”) (NASDAQ: BHTG), a sustainable technology and services company, announces today that it will report third quarter 2020 financial results on Monday, November 16, 2020 after the market close.

Management will host a conference call at 4:30 p.m. ET on Monday, November 16, 2020 to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question and answer session.

Participants are asked to pre-register for the call via the following link:
https://dpregister.com/sreg/10150010/dd340fff34

Please note that registered participants will receive their dial-in number upon registration and will dial directly into the call without delay. Those without Internet access or who are unable to pre-register may dial in by calling 1-866-652-5200 (domestic) or 1-412-317-6060 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the BioHiTech Global call.

The conference call will be available through a live webcast found here:
https://services.choruscall.com/links/bhtg201116.html

It will also be broadcast live through the Company’s website with the following link:
http://investors.biohitechglobal.com/events-and-webcasts

A webcast replay of the call will be available approximately one hour after the end of the call through February 16, 2021. The webcast replay can be accessed through the above links or by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access code 10150010. A telephonic replay of the call will be available through November 30, 2020.

About BioHiTech Global
BioHiTech Global, Inc. (NASDAQ: BHTG), is a technology services company focused on providing cost-effective solutions that improve environmental outcomes. Our technologies for waste management include the patented processing of municipal solid waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage. In addition, we distribute a patented technology that achieves high-level disinfection of spaces such as classrooms, hotel or hospital rooms and other enclosed areas to combat the spread of viruses and bacteria without the use of harsh chemicals. Our unique solutions enable businesses, educational institutions and municipalities of all sizes to solve everyday problems in a smarter and more cost-effective way while reducing their impact on the environment. For more information, please visit www.biohitech.com.

Forward Looking Statements
Statements in this press release contain certain 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, as amended. Without limiting the foregoing, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These statements are also based on many assumptions and estimates and are not guarantees of future performance. These statements are estimates, based on information available to management as of the date of this release, and are subject to further changes. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc. assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future in these forward-looking statements, even if new information becomes available in the future. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation those set forth as “Risk Factors” in our filings with the Securities and Exchange Commission (“SEC”). There may be other factors not mentioned above or included in the BioHiTech’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. BioHiTech Global, Inc. assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Company Contact:
BioHiTech Global, Inc.
Richard Galterio
Executive Vice President
Direct: 845.367.0603
[email protected]
www.biohitech.com
Investors:
[email protected]

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SOURCE BioHiTech Global, Inc.

Posted on November 11, 2020 4:08 pm
SenesTech Announces Third Quarter 2020 Financial and Operational Results

PR Newswire

PHOENIX, Nov. 11, 2020 /PRNewswire/ — SenesTech, Inc. (NASDAQ: SNES), a developer of proprietary, next generation technologies for managing animal pest populations through fertility control, today announced financial and operational results for the third quarter of fiscal year 2020, which ended on September 30, 2020.

Ken Siegel, CEO of SenesTech, commented, “We continued to achieve traction during the third quarter in the awareness and deployment of ContraPest, which resulted in a 114% increase in sales over the prior year period. Perhaps most notable during the quarter, was the passing of the California Ecosystems Protection Act of 2020, otherwise known as AB 1788, which will prohibit the use of the four major Second Generation Anticoagulant Rodenticides (SGARs) commonly used in rodent pest control under many circumstances. SenesTech’s ContraPest provides pest management professionals (PMP) with an alternative and complementary non-lethal approach to managing rodents through fertility control, and may be increasingly used to replace the SGARs. We are working closely with the PMPs in California to ensure continuity of service to their customers by offering ContraPest as part of their IPM programs once the bill goes effective on January 1, 2021.”

“While we are increasingly focusing efforts within California, we continue to make progress on other key initiatives we set forth at the beginning of the year to drive long-term adoption of ContraPest. These include finalizing data sets within key industries, including poultry and municipal areas, driving pull through demand through a refocused sales and marketing program , as well as direct sales efforts through our e-commerce platform. As budgets become less encumbered by the effects of COVID-19, we believe these efforts, coupled with our repositioning of ContraPest as a component of an overall integrated pest management strategy, will increasingly gain traction,” concluded Mr. Siegel.

Third Quarter 2020 Highlights

Revenue during the third quarter of 2020 was approximately $77,000 compared to approximately $36,000 in the third quarter of 2019.

The California Ecosystems Protection Act of 2020 (AB 1788) was signed by California’s Governor and goes into effect January 1, 2021. AB 1788 will prohibit the use of the four major Second Generation Anticoagulant Rodenticides (SGARs) commonly used in rodent pest control under many circumstances, which opens up a potential $100 million annual market opportunity to alternative solutions, which includes ContraPest.

San Francisco added ContraPest to the Reduced Risk Pesticide List, which now permits ContraPest’s expanded use in San Francisco.

On a GAAP basis, net loss for the third quarter of 2020 was $(1.9) million, compared with a net loss of $(2.6) million for third quarter of 2019.

Adjusted EBITDA loss, which is a non-GAAP measure of operating performance, for the third quarter of 2020 was $(1.7) million versus $(2.3) million in the third quarter of 2019.

In October 2020, the Company entered into an inducement agreement with an existing warrant holder to exercise certain outstanding warrants, which provided gross proceeds to the Company of approximately $2.9 million.

Cash balance at the end of the third quarter of 2020, together with the net proceeds of the inducement agreement, was approximately $5.3 million.

Use of Non-GAAP Measure

Adjusted EBITDA is a non-GAAP measure. However, this measure is not intended to be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes that, when considered together with the GAAP figures, it provides meaningful information related to our operating performance and liquidity and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other companies that disclose measures with the same or similar term. See our attached financials for a reconciliation of this non-GAAP measure to the nearest GAAP measure.

Conference Call Details

Date and Time: Wednesday, November 11, 2020 at 5:00 pm ET (2:00 pm PT)

Call-in Information: Interested parties can access the conference call by dialing (844) 308-3351 or (412) 317-5407.

Live Webcast Information: Interested parties can access the conference call via a live Internet webcast, which is available in the Investor Relations section of the Company’s website at http://senestech.investorroom.com/.

Replay: A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation #10149685. A webcast replay will be available in the Investor Relations section of the Company’s website at http://senestech.investorroom.com/ for 90 days.

About SenesTech
SenesTech is changing the model for pest management by targeting one of the root causes of the problem: reproduction.

ContraPest® is an innovative technology with an approach that targets the reproductive capabilities of both sexes in rat populations, inducing egg loss in female rats and impairing sperm development in males. Using a proprietary bait delivery method, ContraPest® is dispensed in a highly palatable liquid formulation that promotes sustained consumption by rat communities. ContraPest® is designed, formulated and dispensed to be low hazard for handlers and non-target species such as wildlife, livestock and pets, where the active ingredients break down rapidly.

We believe ContraPest® will establish a new paradigm in rodent control, resulting in a decreased reliance on lethal options. For more information visit the SenesTech website at www.senestech.com.

Safe Harbor Statement

The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. “Forward-looking statements” may be preceded by words such as “may,” “future,” “plan” or “planned,” “will,” “should,” “expected,” “anticipates,” “continue,” “eventually,” “believes,” or “projected.” Forward-looking statements include statements concerning continued or additional success of deployments and success of our products; the continued potential impact and effects of the COVID-19 pandemic on the Company’s business; the Company’s strategy and target marketing and markets; continuing the Company’s vision; expected benefits of the Company’s initiatives and continuation of those initiatives; the continuation or expansion of the use of ContraPest, including as a replacement for SGARs; demand for ContraPest; the Company’s expectation regarding costs, expenses and cash and continuing its cost improvement plan; future financial results; and the Company’s execution of its strategic business plan.

Investors should not unduly rely on forward-looking statements. Such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those made in the forward-looking statements, including as a result of various factors and other risks, such as market acceptance and demand for the Company’s products, customers completing order commitments, the Company’s ability to reduce costs and execute on its plans and continuing to believe it is following the best strategy, the Company having sufficient financing, and other factors identified in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports filed on Form 10-Q. All forward-looking statements speak only as of the date on which they were made based on management’s assumptions as of such date. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

CONTACT:
Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,
602-889-9700, [email protected]

Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,
928-779-4143

SENESTECH, INC.

CONDENSED BALANCE SHEETS

(In thousands, except shares and per share data)

September 30,

December 31,

2020

2019

ASSETS

(Unaudited)

Current assets:

Cash

$ 2,717

$ 1,936

Accounts receivable trade, net

30

26

Accounts receivable-other

–

123

Prepaid expenses

281

257

Inventory

1,102

1,180

Deposits

28

20

Total current assets

4,158

3,542

Right to use asset-operating leases

726

699

Property and equipment, net

541

738

Total assets

$ 5,425

$ 4,979

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Short-term debt

$ 105

$ 123

Accounts payable

444

265

Accrued expenses

316

1,193

Total current liabilities

865

1,581

Long-term debt, net

695

137

Operating lease liability

731

694

Total liabilities

2,291

2,412

Commitments and contingencies (See note 12)

–

–

Stockholders’ equity:

Common stock, $0.001 par value, 100,000,000 shares authorized, 3,398,832 and 1,414,671

shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively

3

1

Additional paid-in capital

105,277

98,433

Accumulated deficit

(102,146)

(95,867)

Total stockholders’ equity

3,134

2,567

Total liabilities and stockholders’ equity

$ 5,425

$ 4,979

SENESTECH, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except shares and per share data)

(Unaudited)

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2020

2019

2020

2019

Revenue:

Sales

$ 77

$ 36

$ 185

$ 79

Cost of sales

41

25

106

58

Gross profit

36

11

79

21

Operating expenses:

Research and development

380

432

902

1,359

Selling, general and administrative

1,568

2,173

5,040

5,908

Total operating expenses

1,948

2,605

5,942

7,267

Net operating loss

(1,912)

(2,594)

(5,863)

(7,246)

Other income (expense):

Interest income

–

19

2

45

Interest expense

(7)

(10)

(22)

(34)

Other income (expense)

–

–

18

(3)

Total other income (expense)

(7)

9

(2)

8

Net loss and comprehensive loss

(1,919)

(2,585)

$ (5,865)

$ (7,238)

Deemed dividend-warrant price protection-revaluation adjustment

–

–

414

–

Net loss attributable to common shareholders

$ (1,919)

$ (2,585)

$ (6,279)

$ (7,238)

Weighted average common shares outstanding – basic and fully diluted

3,398,832

1,394,575

2,593,288

1,266,842

Net loss per common share – basic and fully diluted

$ (0.56)

$ (1.85)

$ (2.42)

$ (5.71)

SenesTech Inc.

Itemized Reconciliation Between Net Loss and Non-GAAP Adjusted EBITDA

For the Three and Nine Months Ended September 30, 2020 and 2019

(Unaudited)

(in thousands)

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2020

2019

2020

2019

Net Loss (As Reported, GAAP)

(1,919)

(2,585)

(5,865)

(7,238)

Non-GAAP Adjustments:

Interest and dividends

7

(9)

20

(11)

Stock-based compensation

162

204

453

675

Reserve for future severance payments

–

–

(51)

–

Loss (gain) on sale of assets

–

1

(18)

3

Amortization and accretion:

Depreciation expense

71

101

219

314

Total of non-GAAP adjustments

240

297

623

981

Adjusted EBITDA Loss (Non-GAAP)

(1,679)

(2,288)

(5,242)

(6,257)

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SOURCE SenesTech, Inc.

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