Author: Newsdesk

ARCHBOLD, Ohio, May 04, 2021 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (“F&M”, “FMAO”, or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced today that they have signed an agreement and plan of reorganization and merger (the “Agreement”) whereby F&M will acquire Perpetual Federal Savings Bank (“PFSB”), in a stock and cash transaction. PFSB operates one full-service office in Urbana, Ohio. At March 31, 2021, PFSB reported $391 million in total assets, $326 million in loans, $305 million in deposits and $79 million in tangible equity.

Subject to the terms of the merger agreement, which has been approved by the Board of Directors of each company, PFSB shareholders will elect to receive either 1.7766 shares of FMAO stock or $41.20 per share in cash for each PFSB share owned, subject to adjustment based upon 1,833,999 shares of FMAO to be issued in the merger. At March 31, 2021, PFSB reported 2,470,032 shares of common stock outstanding. Based on FMAO’s closing share price as of May 3, 2021 of $24.22, the implied aggregate acquisition value equals $103.7 million.

PFSB expands F&M’s community banking franchise into the compelling Urbana, Columbus, Dayton, Springfield, Piqua, Tipp City, Troy and Sidney markets and supports significant fill-in potential between Findlay and Urbana. After the PFSB transaction, and including the recently closed acquisition of Ossian Financial Services, Inc., F&M will operate 19 offices, a drive-up facility and an LPO in Ohio, 12 offices and an LPO in Indiana, and an LPO in Michigan with total deposits of $2.129 billion, total loans of $1.730 billion, and total assets of $2.513 billion on a pro forma basis at March 31, 2021.

Lars Eller, President and CEO of F&M, stated, “The combination of PFSB and F&M creates immediate value for our shareholders, customers, and communities and I am excited to expand F&M’s community-oriented banking services to the Urbana, Columbus, Dayton, Springfield, Piqua, Tipp City, Troy and Sidney markets. This transaction is an excellent opportunity for PFSB to become part of a larger community banking organization that offers customers a wider range of financial services.”

“F&M has created a successful acquisition platform and PFSB represents F&M’s fourth acquisition over the past two years of banking and complementary financial services companies. F&M’s acquisition strategy, combined with a history of strong organic growth, have contributed to a 125% increase in total assets on a pro forma basis since 2018. On behalf of everyone at F&M, I am pleased to welcome PFSB’s customers and employees to the F&M family,” concluded Mr. Eller.

Michael R. Melvin, President and CEO of Perpetual Federal Savings Bank, stated, “With a shared community-oriented culture, F&M’s scale, diversity, and expertise enhances our service offerings. F&M has a history of completing successful acquisitions and provides PFSB with the necessary resources to pursue compelling growth opportunities throughout our markets. We are excited to join F&M.”

Excluding one-time transaction costs, F&M expects the transaction to be approximately 10.0% and 14.5% accretive to first- and second-year diluted earnings per share, respectively. Tangible book value per share will be diluted approximately 6.6% at closing including the impact of an estimated $5.0 million of combined pre-tax transaction costs. The tangible book value dilution is expected to be recovered in 3.9 years using the crossover method.

F&M is being advised by ProBank Austin and Shumaker, Loop & Kendrick, LLP. PFSB is being advised by Keefe Bruyette & Woods, A Stifel Company and Vorys, Sater, Seymour and Pease LLP.

Important Information for Investors and Shareholders:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval. The proposed Merger will be submitted to PFSB’s shareholders for their consideration. In connection with the proposed Merger, F&M will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement for PFSB and a Prospectus of F&M, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING PROXY STATEMENT-PROSPECTUS REGARDING THE MERGER WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION.

Once filed, you may obtain a free copy of the Proxy Statement – Prospectus, when it becomes available, as well as other filings containing information about F&M and PFSB, at the SEC’s website (http://www.sec.gov). You may also obtain these documents, free of charge, by accessing F&M’s website (http://www.fm.bank) under the tab “About Us”, then to the heading “Investor Relations,” and finally under the link “SEC Filings and Documents”.

PFSB and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PFSB in connection with the proposed Merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement – Prospectus regarding the proposed Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

About Farmers & Merchants State Bank:

The Farmers & Merchants State Bank is a local independent community bank that has been serving Northwest Ohio and Northeast Indiana since 1897. The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services. Our locations are in Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Northwest Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, and Steuben counties.

About Perpetual Federal Savings Bank:

Perpetual Federal Savings Bank of Urbana (PFSB) provides financial products and services through its one office location in Urbana, Ohio. The majority of PSFB’s income is derived from mortgage loans secured by one- to four-family residential property, commercial and multi-family real estate loans and, to a lesser extent, construction or development loans, consumer loans, commercial business loans, as well as making other investments. PFSB accepts demand, savings, and time deposits.

Safe harbor statement

Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

Farmers & Merchants Contacts
Company Contact:	Investor and Media Contact:
Lars B. Eller	Andrew M. Berger
President and Chief Executive Officer	Managing Director
Farmers & Merchants Bancorp, Inc.	SM Berger & Company, Inc.
(419) 446-2501	(216) 464-6400
[email protected]	[email protected]
Perpetual Federal Savings Bank Contacts
Michael R. Melvin
President and Chief Executive Officer
Perpetual Federal Savings Bank
(937) 653-1700
[email protected]

TEL AVIV, Israel, May 04, 2021 (GLOBE NEWSWIRE) — InspireMD, Inc. (NYSE American: NSPR) (“InspireMD” or the “Company”), the developer of the CGuard™ Embolic Prevention System (EPS) for the prevention of stroke caused by carotid artery disease (CAD), today announces it will report fiscal first quarter 2021 financial results on Tuesday, May 11, 2021 before the market opens.

Management will host a conference call on Tuesday, May 11, at 8:30 a.m. ET 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 through the following link: https://dpregister.com/sreg/10155884/e7e882ac64.

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 unable to pre-register may dial in by calling: 1-844-854-4417 (domestic), 1-412-317-5739 (international) or 1-80-9212373 (Israel). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the InspireMD call.

The conference call will also be available through a live webcast found here: https://services.choruscall.com/mediaframe/webcast.html?webcastid=yieueRnJ.

Additionally, it will be broadcast live through the Company’s website via the following link: https://www.inspiremd.com/en/investors/investor-relations/.

A webcast replay of the call will be available approximately one hour after the end of the call through August 11, 2021 at the above links. A telephonic replay of the call will be available through May 25, 2021 and may be accessed by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access code 10155884.

About InspireMD, Inc.

InspireMD seeks to utilize its proprietary MicroNet® technology to make its products the industry standard for carotid stenting by providing outstanding acute results and durable, stroke-free, long-term outcomes.

InspireMD’s common stock is quoted on the NYSE American under the ticker symbol NSPR and certain warrants are quoted on the NYSE American under the ticker symbol NSPR.WS and NSPR.WSB.

Forward-looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptance of our existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device industry from much larger, multinational companies, (v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilities and reliance on subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other third party payers for our products, (ix) our efforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful, (x) legislative or regulatory reform of the healthcare system in both the U.S. and foreign jurisdictions, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction. More detailed information about the Company and the risk factors that may affect the realization of forward looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Investor Contacts:

Craig Shore
Chief Financial Officer
InspireMD, Inc.
888-776-6804
[email protected] 

CORE IR
[email protected]

AUDUBON, Pa., May 04, 2021 (GLOBE NEWSWIRE) — Globus Medical, Inc. (NYSE: GMED), a leading musculoskeletal solutions company, today announced its financial results for the quarter ended March 31, 2021.

• Worldwide net sales were $227.3 million, an increase of 19.3% as compared to the first quarter of 2020
• GAAP net income for the quarter was $45.3 million, or 19.9% of net sales, which is an increase of 74.7% as compared to the first quarter of 2020
• GAAP diluted earnings per share (“EPS”) was $0.44 and non-GAAP diluted EPS was $0.49
• Non-GAAP adjusted EBITDA was $81.0 million, or 35.2% of net sales

“We got off to a great start in the first quarter, continuing the momentum we established in 2020,” said Dave Demski, President and CEO. “On a day-adjusted basis, our U.S. Spine business grew by almost 22% over last year, as we continue to take meaningful market share. Pull through from robotics; contributions from new product introductions; a resurgence in our biologics business; and competitive recruiting were all factors driving growth. Enabling Technologies revenue increased 86%, as surgeon recognition of the clinical superiority of our robotic technology produced back-to-back quarters of strong year-over-year growth.”

Worldwide net sales for the first quarter of 2021 was $227.3 million, an as-reported increase of 19.3% over the first quarter of 2020, and an increase of 18.7% on a constant currency basis. U.S. net sales for the first quarter of 2021, including robotics, increased by 22.0% compared to the first quarter of 2020. International net sales for the first quarter of 2021 increased by 5.9% over the first quarter of 2020 as-reported and increased 2.1% on a constant currency basis.

GAAP net income for the first quarter of 2021 was $45.3 million, an increase of 74.7% over the same period last year. GAAP diluted EPS for the first quarter of 2021 was $0.44, compared to $0.25 for the first quarter 2020, an increase of 74.2%. Non-GAAP diluted EPS for the first quarter of 2021 was $0.49, compared to $0.29 in the first quarter of 2020, an increase of 66.9%.

The Company generated net cash from operating activities of $63.6 million and non-GAAP free cash flow of $49.9 million during the first quarter of 2021. Cash, cash equivalents and marketable securities were $838.4 million as of March 31, 2021. The Company remains debt free.

2021 Annual Guidance

The Company today increased guidance for full year 2021 net sales from $880 million to $925 million and non-GAAP diluted earnings per share of $1.83 to $1.89.

Conference Call Information

Globus Medical will hold a teleconference to discuss its first quarter 2021 results with the investment community at 4:30 p.m. Eastern Time today. Globus invites all interested parties to join the call by dialing:

1-855-533-7141 United States Participants
1-720-545-0060 International Participants
There is no pass code for the teleconference.

For interested parties who do not wish to ask questions, the teleconference will be webcast live and may be accessed through a link on the Globus Medical website at www.globusmedical.com/investors.

The call will be archived until Thursday, May 13, 2021. The audio archive can be accessed by calling 1-855-859-2056 in the U.S. or 1-404-537-3406 from outside the U.S. The passcode for the audio replay is 991-6828.

About Globus Medical, Inc.

Globus Medical, Inc. is a leading musculoskeletal solutions company based in Audubon, PA. The company was founded in 2003 by an experienced team of professionals with a shared vision to create products that enable surgeons to promote healing in patients with musculoskeletal disorders. Additional information can be accessed at www.globusmedical.com.

Non-GAAP Financial Measures

To supplement our financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), management uses certain non-GAAP financial measures. For example, non-GAAP Adjusted EBITDA, which represents net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation expense, provision for litigation, acquisition related costs/licensing, and acquisition of in-process research and development, is useful as an additional measure of operating performance, and particularly as a measure of comparative operating performance from period to period, as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure, asset base, income taxes and interest income and expense. Our management also uses non-GAAP Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. Provision for litigation represents costs incurred for litigation settlements or unfavorable verdicts when the loss is known or considered probable and the amount can be reasonably estimated, or in the case of a favorable settlement, when income is realized. Acquisition related costs/licensing represents the change in fair value of business-acquisition-related contingent consideration; costs related to integrating recently acquired businesses, including but not limited to costs to exit or convert contractual obligations, severance, and information system conversion; and specific costs related to the consummation of the acquisition process such as banker fees, legal fees, and other acquisition related professional fees, as well as one-time licensing fees. Acquisition of in-process research and development represents the expensing of acquired assets with no alternative future use and related fees.

In addition, for the period ended March 31, 2021 and for other comparative periods, we are presenting non-GAAP net income and non-GAAP Diluted Earnings Per Share, which represent net income and diluted earnings per share excluding the provision for litigation, amortization of intangibles, acquisition related costs/licensing, acquisition of in-process research and development, and the tax effects of all of the foregoing adjustments. The tax effect adjustment represents the tax effect of the pre-tax non-GAAP adjustments excluded from non-GAAP net income. The tax impact of the non-GAAP adjustments is calculated based on the consolidated effective tax rate on a GAAP basis, applied to the non-GAAP adjustments, unless the underlying item has a materially different tax treatment, in which case the estimated tax rate applicable to the adjustment is used. We believe these non-GAAP measures are also useful indicators of our operating performance, and particularly as additional measures of comparative operating performance from period to period as they remove the effects of litigation, amortization of intangibles, acquisition related costs/licensing, acquisition of in-process research and development, and the tax effects of all of the foregoing adjustments, which we believe are not reflective of underlying business trends. Additionally, for the period ended March 31, 2021 and for other comparative periods, we also define the non-GAAP measure of free cash flow as the net cash provided by operating activities, adjusted for the impact of restricted cash, less the cash impact of purchases of property and equipment.  We believe that this financial measure provides meaningful information for evaluating our overall financial performance for comparative periods as it facilitates an assessment of funds available to satisfy current and future obligations and fund acquisitions.  Furthermore, the non-GAAP measure of constant currency net sales growth is calculated by translating current year net sales at the same average exchange rates in effect during the applicable prior year period.  We believe constant currency net sales growth provides insight to the comparative increase or decrease in period net sales, in dollar and percentage terms, excluding the effects of fluctuations in foreign currency exchange rates.

Non-GAAP adjusted EBITDA, non-GAAP net income, non-GAAP diluted earnings per share, free cash flow and constant currency net sales growth are not calculated in conformity with U.S. GAAP.  Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial measures prepared in accordance with U.S. GAAP.  These measures do not include certain expenses that may be necessary to evaluate our liquidity or operating results.  Our definitions of non-GAAP adjusted EBITDA, non-GAAP net income, non-GAAP diluted earnings per share, free cash flow and constant currency net sales growth may differ from that of other companies and therefore may not be comparable.
Safe Harbor Statements

All statements included in this press release other than statements of historical fact are forward-looking statements and may be identified by their use of words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and other similar terms. These forward-looking statements are based on our current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with laws and regulations that are or may become applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, general economic conditions, and other risks. For a discussion of these and other risks, uncertainties and other factors that could affect our results, you should refer to the disclosure contained in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission, including the sections labeled “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements,” and in our Forms 10-Q, Forms 8-K and other filings with the Securities and Exchange Commission. These documents are available at www.sec.gov. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our 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. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.

GLOBUS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

		Three Months Ended
		March 31,
(In thousands, except per share amounts)		2021				2020
Net sales		$	227,344			$	190,577
Cost of goods sold			55,027				48,864
Gross profit			172,317				141,713
Operating expenses:
Research and development			14,924				15,402
Selling, general and administrative			97,891				93,539
Provision for litigation			(94	)			—
Amortization of intangibles			4,774				3,776
Acquisition related costs			274				548
Total operating expenses			117,769				113,265
Operating income/(loss)			54,548				28,448
Other income/(expense), net
Interest income/(expense), net			2,712				4,324
Foreign currency transaction gain/(loss)			(280	)			(468	)
Other income/(expense)			214				194
Total other income/(expense), net			2,646				4,050
Income/(loss) before income taxes			57,194				32,498
Income tax provision			11,865				6,549
Net income/(loss)		$	45,329			$	25,949
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities, net of tax			(1,666	)			(3,842	)
Foreign currency translation gain/(loss)			(4,113	)			474
Total other comprehensive income/(loss)			(5,779	)			(3,368	)
Comprehensive income/(loss)		$	39,550			$	22,581
Earnings per share:
Basic		$	0.45			$	0.26
Diluted		$	0.44			$	0.25
Weighted average shares outstanding:
Basic			99,866				99,635
Diluted			102,420				102,146

GLOBUS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

		March 31,				December 31,
(In thousands, except share and per share values)		2021				2020
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash		$	184,848			$	239,397
Short-term marketable securities			218,711				187,344
Accounts receivable, net of allowances of $4,358 and $4,408, respectively			160,939				141,676
Inventories			232,007				229,153
Prepaid expenses and other current assets			16,132				17,771
Income taxes receivable			1,736				6,424
Total current assets			814,373				821,765
Property and equipment, net of accumulated depreciation of $282,346 and $276,451, respectively			216,186				216,879
Long-term marketable securities			434,877				358,522
Intangible assets, net			80,414				86,949
Goodwill			155,373				156,716
Other assets			28,693				32,039
Deferred income taxes			7,974				6,615
Total assets		$	1,737,890			$	1,679,485
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	22,409			$	18,205
Accrued expenses			69,908				78,334
Income taxes payable			8,434				1,101
Business acquisition liabilities			6,048				5,777
Deferred revenue			8,653				8,125
Payable to broker			8,225				9,250
Total current liabilities			123,677				120,792
Business acquisition liabilities, net of current portion			29,973				31,493
Deferred income taxes			5,925				6,202
Other liabilities			15,321				14,701
Total liabilities			174,896				173,188
Equity:
Class A common stock; $0.001 par value. Authorized 500,000,000 shares; issued and outstanding 77,587,013 and 77,284,007 shares at March 31, 2021 and December 31, 2020, respectively			78				77
Class B common stock; $0.001 par value. Authorized 275,000,000 shares; issued and outstanding 22,430,097 shares at March 31, 2021 and December 31, 2020			22				22
Additional paid-in capital			474,307				457,161
Accumulated other comprehensive income (loss)			(1,824	)			3,955
Retained earnings			1,090,411				1,045,082
Total equity			1,562,994				1,506,297
Total liabilities and equity		$	1,737,890			$	1,679,485

GLOBUS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

		Three Months Ended
		March 31,
(In thousands)		2021				2020
Cash flows from operating activities:
Net income		$	45,329			$	25,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			17,157				14,568
Amortization of premium (discount) on marketable securities			520				20
Write-down of excess and obsolete inventories			1,550				679
Stock-based compensation expense			7,698				6,807
Allowance for doubtful accounts			80				756
Change in fair value of business acquisition liabilities			258				506
Change in deferred income taxes			(808	)			(2,895	)
(Gain)/loss on disposal of assets, net			103				207
(Increase)/decrease in:
Accounts receivable			(20,346	)			14,131
Inventories			(3,997	)			(12,108	)
Prepaid expenses and other assets			4,516				(205	)
Increase/(decrease) in:
Accounts payable			4,212				(283	)
Accrued expenses and other liabilities			(4,783	)			(13,702	)
Income taxes payable/receivable			12,081				7,863
Net cash provided by operating activities			63,570				42,293
Cash flows from investing activities:
Purchases of marketable securities			(185,110	)			(57,418	)
Maturities of marketable securities			39,850				71,766
Sales of marketable securities			33,818				5,374
Purchases of property and equipment			(13,672	)			(22,314	)
Net cash used in investing activities			(125,114	)			(2,592	)
Cash flows from financing activities:
Payment of business acquisition related liabilities			(1,537	)			(566	)
Proceeds from exercise of stock options			9,101				5,763
Repurchase of common stock			—				(73,864	)
Net cash used in/provided by financing activities			7,564				(68,667	)
Effect of foreign exchange rates on cash			(569	)			(16	)
Net increase in cash, cash equivalents, and restricted cash			(54,549	)			(28,982	)
Cash, cash equivalents, and restricted cash at beginning of period			239,397				195,724
Cash, cash equivalents, and restricted cash at end of period		$	184,848			$	166,742
Supplemental disclosures of cash flow information:
Income taxes paid		$	570			$	1,791
Purchases of property and equipment included in accounts payable and accrued expenses		$	2,620			$	5,287

Supplemental Financial Information

Net Sales by Geographic Area:

		Three Months Ended
		March 31,
(In thousands)		2021			2020
United States		$	193,317		$	158,447
International			34,027			32,130
Total net sales		$	227,344		$	190,577

Net Sales by Product Category:

		Three Months Ended
		March 31,
(In thousands)		2021			2020
Musculoskeletal Solutions		$	212,416		$	182,542
Enabling Technologies			14,928			8,035
Total net sales		$	227,344		$	190,577

Liquidity and Capital Resources:

		March 31,			December 31,
(In thousands)		2021			2020
Cash, cash equivalents, and restricted cash		$	184,848		$	239,397
Short-term marketable securities			218,711			187,344
Long-term marketable securities			434,877			358,522
Total cash, cash equivalents, restricted cash and marketable securities		$	838,436		$	785,263

The following tables reconcile GAAP to Non-GAAP financial measures.

Non-GAAP Adjusted EBITDA Reconciliation Table:

		Three Months Ended
		March 31,
(In thousands, except percentages)		2021				2020
Net income/(loss)		$	45,329			$	25,949
Interest income/(expense), net			(2,712	)			(4,324	)
Provision for income taxes			11,865				6,549
Depreciation and amortization			17,157				14,568
EBITDA			71,639				42,742
Stock-based compensation expense			7,698				6,807
Provision for litigation			(94	)			—
Acquisition related costs/licensing			883				957
Adjusted EBITDA		$	80,126			$	50,506
Net income as a percentage of net sales			19.9	%			13.6	%
Adjusted EBITDA as a percentage of net sales			35.2	%			26.5	%

Non-GAAP Net Income Reconciliation Table:

		Three Months Ended
		March 31,
(In thousands)		2021				2020
Net income/(loss)		$	45,329			$	25,949
Provision for litigation			(94	)			—
Amortization of intangibles			4,774				3,776
Acquisition related costs/licensing			883				957
Tax effect of adjusting items			(1,154	)			(956	)
Non-GAAP net income		$	49,738			$	29,726

Non-GAAP Diluted Earnings Per Share Reconciliation Table:

		Three Months Ended
		March 31,
(Per share amounts)		2021				2020
Diluted earnings per share, as reported		$	0.44			$	0.25
Provision for litigation			—				—
Amortization of intangibles			0.05				0.04
Acquisition related costs/licensing			0.01				0.01
Tax effect of adjusting items			(0.01	)			(0.01	)
Non-GAAP diluted earnings per share		$	0.49			$	0.29

* Amounts might not add due to rounding

Non-GAAP Free Cash Flow Reconciliation Table:

		Three Months Ended
		March 31,
(In thousands)		2021				2020
Net cash provided by operating activities		$	63,570			$	42,293
Purchases of property and equipment			(13,672	)			(22,314	)
Free cash flow		$	49,898			$	19,979

Net Sales on a Constant Currency Basis Comparative Table:

		Three Months Ended						Reported			Currency Impact on			Constant Currency
		March 31,						Net Sales			Current			Net Sales
(In thousands, except percentages)		2021			2020			Growth			Period Net Sales			Growth
United States		$	193,317		$	158,447		22.0	%		$	—		22.0	%
International			34,027			32,130		5.9	%			1,208		2.1	%
Total net sales		$	227,344		$	190,577		19.3	%		$	1,208		18.7	%

Contact

:

Brian Kearns
Senior Vice President, Business Development and Investor Relations
Phone: (610) 930-1800
Email: [email protected] 
www.globusmedical.com 

ORLANDO, Fla., May 04, 2021 (GLOBE NEWSWIRE) — Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced that its shareholders elected Lisa Fairfax and Cynthia Dubin to its Board of Directors (“Board”). Ms. Fairfax will serve as the Chair of the Nominating & Corporate Governance Committee of the Board. Ms. Dubin will serve as the Chair of the Audit Committee and as a member of the Compensation Committee and the Risk Committee of the Board. Following the appointments of Ms. Fairfax and Ms. Dubin, the Board will comprise six directors, five of whom are independent.

“We are very pleased to have directors with the experience of Lisa and Cynthia join our Board of Directors,” said Matthew Avril, the Company’s Board Chairman. “Our Board regularly evaluates its composition to ensure it includes the appropriate skills, experience and perspectives necessary to drive growth and oversee the business. The addition of Cynthia and Lisa reflect that commitment as we continue to grow our business and enhance value for our shareholders.”

About Cynthia S. Dubin

Ms. Dubin is an experienced chief financial officer and board director. She currently has a portfolio of board roles which include a chemicals company, a UK competition regulator, a financial exchange and an industrial technology company. Ms Dubin is Audit Committee Chair and member of the Remuneration Committee at Synthomer plc, a London Stock Exchange-listed global chemicals company. She is the Interim-Chair of the Audit and Risk Assurance Committee and Chair of the Nominations Committee at the UK Competition and Markets Authority, a non-ministerial government department, responsible for strengthening business competition. She is a member of the Risk and Audit Committee of ICE Futures Europe’s board, a London-based exchange and subsidiary of ICE (NYSE-listed) that hosts futures and options contracts in energy, interest rates, equities and soft commodities. At Nasdaq-listed Hurco Group, an industrial technology company, she is a member of the Audit Committee. Ms Dubin started her career in banking and thereafter became a chief financial officer for US and UK companies. She holds a BSBA from Georgetown University with honors.

About Lisa M. Fairfax

Ms. Fairfax is currently a tenured and chaired professor at the George Washington University Law School (“GW”) where she is the Alexander Hamilton Professor of Business Law, and the Founder and Director of the GW Corporate Law and Governance Initiative. Ms. Fairfax has served as an appointed member of the Investor Advisory Committee of the Securities and Exchange Commission (“SEC”), a member of the National Adjudicatory Council of the Financial Industry Regulation Authority (“FINRA”), and a member of FINRA’s NASDAQ Market Regulation Committee. Ms. Fairfax is an active member of the community and is currently the Chair of the Board of Georgetown Day School, on the Board of DirectWomen, and is an elected member of the American Law Institute (“ALI”). Prior to joining GW, Ms. Fairfax was a tenured professor and Director of the Business Law Program at the University of Maryland School of Law and practiced corporate and securities law with Ropes & Gray LLP. Ms. Fairfax received a Juris Doctorate from Harvard Law School with honors and an A.B. from Harvard College with honors.

About Franchise Group, Inc.

Franchise Group is an owner and operator of franchised and franchisable businesses that continually looks to grow its portfolio of brands while utilizing its operating and capital allocation philosophies to generate strong cash flow for its shareholders. Franchise Group’s business lines include Pet Supplies Plus, American Freight, The Vitamin Shoppe, Buddy’s Home Furnishings, and Liberty Tax Service. On a combined basis, Franchise Group currently operates over 4,600 locations predominantly located in the U.S. and Canada that are either Company-run or operated pursuant to franchising agreements.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the period ended December 26, 2020, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

INVESTOR RELATIONS CONTACT:

Andrew F. Kaminsky
EVP & Chief Administrative Officer
Franchise Group, Inc.
[email protected]
(914) 939-5161