Sierra Wireless Reports Second Quarter 2022 Results

Sierra Wireless Reports Second Quarter 2022 Results

Revenue in Q2’22 was $188.0 million and Adjusted EBITDA was $22.4 million

VANCOUVER, British Columbia–(BUSINESS WIRE)–
Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) reported results for its second quarter of 2022. All results are reported in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”), except as otherwise indicated below.1

Second Quarter 2022 Compared to Second Quarter 2021

  • Revenue was $188.0 million, an increase of 41.5% compared to the second quarter of 2021. The increase was primarily due to strong demand and the realization of investments in inventory to combat the ongoing supply chain tightness.
  • Gross margin was 33.6% as compared to 34.8% in the second quarter of 2021. In the second quarter of 2022, gross margin was impacted by product mix and higher component costs.
  • Operating expenses were $44.6 million compared to $55.6 million in the second quarter of 2021. Second quarter expenses included a $9.2 million gain on sale of our Omnilink offender monitoring business.
  • Net earnings from continuing operations was $10.9 million, compared to a net loss $10.0 million in the second quarter of 2021.
  • Adjusted earnings from continuing operations* was $16.7 million, or basic adjusted earnings from continuing operations* of $0.43 per share, as compared to a loss of $1.1 million, or loss of $0.03 per share in the second quarter of 2021.
  • Adjusted EBITDA* was $22.4 million compared to $4.3 million in the second quarter of 2021.
  • Connectivity, software, and services revenue was $31.4 million, a decrease of 10.7% compared to the second quarter of 2021. This decrease was primarily due to the sale of the Omnilink offender monitoring business and the impact of the shutdown of 2G/3G networks in the United States on our home security business.
  • Monthly recurring revenue (“MRR”)2, 3 was $9.1 million in June 2022 compared to $9.3 million in June 2021.

Segmented Information

IoT Solutions

Revenue from IoT Solutions increased 54.7% to $139.7 million as compared to $90.3 million in the second quarter of 2021. The increase was primarily due to strong demand for connected devices globally and the realization of investments in inventory to combat the ongoing supply chain tightness. Increase in demand includes acceleration in IoT modules deployment across our industrial customers. IoT Solutions gross margin was 30.1%, compared to 27.0% in the second quarter of 2021. The increase in gross margin was primarily due to price increases, product mix, and improved absorption of fixed costs from increased volume.

Enterprise Solutions

Revenue from Enterprise Solutions increased 13.6% to $48.3 million as compared to $42.5 million in the second quarter of 2021. The increase was primarily due to strong demand for routers in our key industrial and public safety verticals, partially offset by decline in connectivity, software, and services revenue resulting from the sale of the Omnilink offender monitoring business and the impact of the shutdown of 2G/3G networks in the United States on our home security business. Enterprise Solutions gross margin was 43.9% as compared to 51.3% in the second quarter of 2021. The decrease in gross margin was primarily due to product mix and higher component costs.

Liquidity and Capital Resources

Cash and cash equivalents and restricted cash at the end of the second quarter of 2022 were $127.4 million, an increase of $30.0 million from the first quarter of 2022. The increase in cash was primarily driven by proceeds received from the sale of our Omnilink offender monitoring business.

Acquisition by Semtech Corporation

On August 2, 2022, we entered into a definitive agreement (the “Arrangement Agreement”) with Semtech Corporation and a subsidiary of Semtech Corporation (the “Purchaser”) pursuant to which the Purchaser will acquire all of the outstanding shares of Sierra Wireless (the “Transaction”). Under the terms of the Transaction, Sierra Wireless shareholders will receive $31 in cash per share (in U.S. dollars).

The Transaction, which is not subject to any financing conditions, will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require the approval of at least (1) 66⅔% of the votes cast by Sierra Wireless shareholders, and (2) 66⅔% of the votes cast by Sierra Wireless security holders (comprised of shareholders, optionholders, restricted share unit holders and performance share unit holders), at a special meeting expected to be held to consider the Transaction. In addition to such approval by Sierra Wireless shareholders and security holders, the Transaction is also subject to court approval and regulatory approvals, including approval under the Canadian Competition Act and the United States Hard-Scott-Rodino Antitrust Improvements Act of 1976. Subject to the satisfaction of such conditions, the Transaction is expected to be completed by early 2023.

Disposition of Offender Monitoring Business Line

On April 15, 2022, we signed a definitive agreement and closed the sale of our Omnilink offender monitoring business to Sentinel Advantage LLC for $37.6 million in cash, subject to customary working capital adjustments. Sentinel continues to be an important customer, and we are providing them with embedded modules and connectivity services for their offender monitoring products. The divestiture allows the Company to focus on its core businesses and strengthen its balance sheet.

_____________________________

1 Non-GAAP financial measures referred to in this news release are labeled as “non-GAAP measure” or designated as such with an asterisk (*). Please see “Non-GAAP Financial Measures” for explanations of why the Company uses these non-GAAP measures and “Reconciliation of GAAP and Non-GAAP Results by Quarter” for reconciliation to the most comparable GAAP financial measures.

2 MRR is defined as the monthly recurring revenue generated from connectivity, software, and services as well as usage fees from current customers. MRR is a key performance metric to measure our performance and growth in our recurring revenue, both to help investors better understand and assess the performance of our business and also because our mix of revenue generated from recurring sources has increased in recent years. MRR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. MRR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. MRR is not a forecast.

3 Following the sale of our Omnilink offender monitoring business in the second quarter of 2022 and the decision to not develop additional products for our home security business in light of the shutdown of 2G/3G networks in the United States in the first quarter of 2022, revenues from these businesses have been excluded from MRR for the current and prior periods.

4 In accordance with U.S. GAAP, the results of operations of the Automotive Business are reported as discontinued operations in our consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021.

Non-GAAP Financial Measures

Our consolidated financial statements are prepared in accordance with U.S. GAAP on a basis consistent for all periods presented. In addition to results reported in accordance with U.S. GAAP, we use non-GAAP financial measures as supplemental indicators of our operating performance. The term “non-GAAP financial measure” is used to refer to a numerical measure of a company’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP in a company’s statement of earnings, balance sheet or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

Our non-GAAP financial measures included in this press release are adjusted net earnings (loss) from continuing operations*, basic and diluted adjusted earnings (loss) per share from continuing operations* and adjusted EBITDA* (earnings before interest, taxes, depreciation and amortization).

Adjusted net earnings (loss) from continuing operations* excludes the impact of stock-based compensation expense and related social taxes, phantom RSU expense which represents expenses related to compensation units settled in cash based on the stock price at vesting, restructuring costs, government grants related to COVID-19 relief, CEO retirement/search, impairment, gain on sale of Omnilink, the ransomware incident, COVID-19 factory constraint incremental costs, certain other non-recurring costs or recoveries, acquisition-related amortization, the impact of foreign exchange gains or losses on translation of certain balance sheet accounts, unrealized foreign exchange gains or losses on forward contracts, recognition of cumulative translation adjustments on dissolution of subsidiaries, and certain tax adjustments.

Adjusted EBITDA* is defined as net earnings (loss) from continuing operations plus stock-based compensation expense and related social taxes, phantom RSU expense which represents expenses related to compensation units settled in cash based on the stock price at vesting, restructuring costs, government grants related to COVID-19 relief, CEO retirement/search, impairment, gain on sale of Omnilink, the ransomware incident, COVID-19 factory constraint incremental costs, certain other non-recurring costs or recoveries, amortization, interest and other income (expense), foreign exchange gains or losses on translation of certain balance sheet accounts, unrealized foreign exchange gains or losses on forward contracts, recognition of cumulative translation adjustments on dissolution of subsidiaries, and income tax expense (recovery). Adjusted EBITDA* is a metric used by investors and analysts for valuation purposes and is an important indicator of our operating performance and our ability to generate liquidity through operating cash flow that will fund future working capital needs and fund future capital expenditures.

We use the above-noted non-GAAP financial measures for planning purposes and to allow us to assess the performance of our business before including the impacts of the items noted above as they affect the comparability of our financial results. These non-GAAP measures are reviewed regularly by management and the Board of Directors as part of the ongoing internal assessment of our operating performance.

We disclose these non-GAAP financial measures as we believe they provide useful information to investors and analysts to assist them in their evaluation of our operating results and to assist in comparisons from one period to another. Readers are cautioned that non-GAAP financial measures do not have any standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain statements and information that are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws (collectively, “forward-looking statements”) and may include statements and information relating to, among others, the consummation of the proposed transaction and the expected timing thereof, the synergies and other benefits to be realized if the proposed transaction is consummated; our expectations regarding customer demand, our supply chain, manufacturing capacity (including manufacturing shutdowns or slowdowns) and the potential impact of COVID-19 in these areas; our ability to meet customer demand and our financial results; expectations regarding post-COVID-19 recovery; expectations regarding the Company’s cost savings initiatives; statements regarding our strategy, plans, goals, objectives, expectations and future operating performance; the Company’s liquidity and capital resources; the Company’s financial and operating objectives and strategies to achieve them; our work to review and evaluate additional security measures and the ability that they will have to protect our IT systems; general economic conditions; estimates of our expenses, future revenues, financial results and capital requirements; our expectations regarding the legal proceedings we are involved in; statements with respect to the Company’s estimated working capital; expectations with respect to the adoption of Internet of Things (“IoT”) solutions; expectations regarding trends and growth in the IoT market and wireless module market; expectations regarding product and price competition from other wireless device manufacturers and solution providers; our ability to implement effective control procedures; and expectations regarding the launch of fifth generation cellular embedded modules and gateways. Forward-looking statements are provided to help you understand our views of our short and long term plans, expectations and prospects. We caution you that forward-looking statements may not be appropriate for other purposes.

Forward-looking statements:

  • Typically include words and phrases about the future such as “outlook”, “guidance”, “will”, “may”, “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible”, or variations thereof.
  • Are not promises or guarantees of future performance. They represent our current views and may change significantly.
  • Are based on a number of material assumptions, including, but not limited to, those listed below, which could prove to be significantly incorrect:

    • the scope and duration of the COVID-19 pandemic and its impact on our business;
    • our ability to return to normal operations after the COVID-19 pandemic has subsided globally;
    • expected constraints on component supply and manufacturing capacity;
    • constraints impacting our ability to receive supply from our suppliers and deliver product to our customers;
    • customer demand and our ability to continue to sell our products and services in the expected quantities at the expected prices and expected times;
    • our operations not being adversely disrupted by further ransomware or cyber security attacks;
    • our ability to effect and to realize the anticipated benefits of our business transformation and restructuring initiatives, and the timing thereof;
    • our ability to develop, manufacture, and sell new products and services that meet the needs of our customers and gain commercial acceptance;
    • expected macro-economic business conditions;
    • expected cost of sales;
    • our ability to win new business;
    • our ability to integrate acquired businesses and realize expected benefits;
    • our ability to renew or obtain credit facilities when required;
    • expected deployment of next generation networks by wireless network operators;
    • our operations not being adversely disrupted by other developments, operating, cyber security, litigation, or regulatory risks; and
    • expected tax and foreign exchange rates.
  • Are based on our management’s current expectations and we caution investors that forward-looking statements, particularly those that relate to longer periods of time, are subject to substantial known and unknown material risks and uncertainties. Many factors could cause our actual results, achievements and developments in our business to differ significantly from those expressed or implied by our forward-looking statements, including without limitation, the following factors. These risk factors and others are discussed in our Annual Information Form which may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and in our other regulatory filings with the Securities and Exchange Commission in the United States and the provincial securities commissions in Canada:

    • the failure to satisfy the conditions to the closing of the proposed transaction;
    • the failure of the purchaser to obtain financing required to close the proposed transaction;
    • the occurrence of any event, change or other circumstances that could give rise to the termination of the arrangement agreement, including the payment of a termination fee;
    • the risk that the proposed transaction will not be consummated within the expected time period, or at all;
    • the effect of the proposed transaction on our management, ability to retain and hire key personnel and maintain business relationships with customers, suppliers and others with whom they each do business;
    • the effect of the proposed transaction on our ability to conduct certain activities in the ordinary course of business;
    • the failure to obtain regulatory approvals required for the closing of the proposed transaction, including the approval of the Supreme Court of British Columbia;
    • the effect of the proposed transaction on our ability to pursue alternative transactions on favourable terms;
    • negative impact from COVID-19 could be prolonged and natural catastrophes could impact our capacity to continue critical operations;
    • our ability to comply with all terms under our credit facilities;
    • competition from new or established competitors or from those with greater resources;
    • our reliance on third party suppliers for certain components used in our products;
    • our dependence on a limited number of third party manufacturers;
    • cyber-attacks or other breaches of our and our vendors’ information technology security;
    • the loss of, or significant demand fluctuations from, any of our significant customers;
    • our financial results being subject to fluctuations;
    • our business transformation initiatives, including investments and partnerships, may result in disruptions to our business and may not achieve the anticipated benefits;
    • our ability to respond to changing technology, industry standards, and customer requirements;
    • failures of our products or services due to design flaws and errors, component quality issues, manufacturing defects, network service interruptions, cyber-security vulnerabilities or other quality issues;
    • deterioration in macro-economic conditions could adversely affect our operating results and financial conditions;
    • unanticipated costs associated with litigation or settlements;
    • our ability to retain, hire and transition in a timely manner experienced and qualified additional executive officers and key employees as needed to achieve our business objectives;
    • risks related to the transmission, use and disclosure of user data and personal information;
    • disruption of, and demands on, our ongoing business and diversion of management’s time and attention in connection with acquisitions or divestitures;
    • risks related to infringement on intellectual property rights of others and our ability to obtain necessary rights to use software or components supplied by third parties;
    • our ability to enforce our intellectual property rights;
    • our dependence on mobile network operators to promote and offer acceptable wireless data services;
    • risks related to contractual disputes with counterparties;
    • risks related to governmental regulation;
    • risks inherent in foreign jurisdictions; and
    • risks related to tariffs or other trade restrictions.

About Sierra Wireless

Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is a leading IoT solutions provider that combines devices, network services, and software to unlock value in the connected economy. Companies globally are adopting 4G, 5G, and LPWA solutions to improve operational efficiency, create better customer experiences, improve their business models, and create new revenue streams. Sierra Wireless works with its customers to develop the right industry-specific solution for their IoT deployments, whether this is an integrated solution to help connect edge devices to the cloud, a software/API service to manage processes with billions of connected assets, or a platform to extract real-time data to improve business decisions. With more than 25 years of cellular IoT experience, Sierra Wireless is the global partner customers trust to deliver them their next IoT solution. For more information, visit www.sierrawireless.com.

“Sierra Wireless” is a registered trademark of Sierra Wireless. Other product or service names mentioned herein may be the trademarks of their respective owners.

 

SIERRA WIRELESS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands of U.S. dollars, except where otherwise stated)

(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Revenue

 

 

 

 

 

 

 

IoT Solutions

$

139,678

 

 

$

90,309

 

 

$

273,386

 

 

$

164,887

 

Enterprise Solutions

 

48,273

 

 

 

42,476

 

 

 

87,522

 

 

 

75,960

 

 

 

187,951

 

 

 

132,785

 

 

 

360,908

 

 

 

240,847

 

Cost of sales

 

 

 

 

 

 

 

IoT Solutions

 

97,665

 

 

 

65,884

 

 

 

190,848

 

 

 

118,376

 

Enterprise Solutions

 

27,104

 

 

 

20,670

 

 

 

51,815

 

 

 

38,513

 

 

 

124,769

 

 

 

86,554

 

 

 

242,663

 

 

 

156,889

 

Gross margin

 

63,182

 

 

 

46,231

 

 

 

118,245

 

 

 

83,958

 

Expenses

 

 

 

 

 

 

 

Sales and marketing

 

18,115

 

 

 

21,423

 

 

 

36,132

 

 

 

41,244

 

Research and development

 

17,296

 

 

 

16,930

 

 

 

35,631

 

 

 

34,414

 

Administration

 

11,733

 

 

 

11,097

 

 

 

21,849

 

 

 

27,405

 

Restructuring

 

3,715

 

 

 

1,720

 

 

 

7,719

 

 

 

4,294

 

Impairment

 

 

 

 

 

 

 

10,299

 

 

 

 

Gain on sale of Omnilink

 

(9,179

)

 

 

 

 

 

(9,179

)

 

 

 

Amortization

 

2,900

 

 

 

4,389

 

 

 

6,720

 

 

 

9,013

 

 

 

44,580

 

 

 

55,559

 

 

 

109,171

 

 

 

116,370

 

Earnings (loss) from operations

 

18,602

 

 

 

(9,328

)

 

 

9,074

 

 

 

(32,412

)

Foreign exchange (loss) gain

 

(5,355

)

 

 

1,143

 

 

 

(7,633

)

 

 

(3,116

)

Other expense

 

(650

)

 

 

(1,246

)

 

 

(1,733

)

 

 

(1,889

)

Earnings (loss) before income taxes

 

12,597

 

 

 

(9,431

)

 

 

(292

)

 

 

(37,417

)

Income tax expense

 

1,691

 

 

 

605

 

 

 

2,712

 

 

 

1,157

 

Net earnings (loss) from continuing operations

$

10,906

 

 

$

(10,036

)

 

$

(3,004

)

 

$

(38,574

)

Net earnings (loss) from discontinued

operations

 

793

 

 

 

85

 

 

 

2,024

 

 

 

(1,237

)

Net earnings (loss)

$

11,699

 

 

$

(9,951

)

 

$

(980

)

 

$

(39,811

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of taxes of $nil

 

(1,914

)

 

 

1,233

 

 

 

(2,340

)

 

 

(1,667

)

Comprehensive income (loss)

$

9,785

 

 

$

(8,718

)

 

$

(3,320

)

 

$

(41,478

)

 

 

 

 

 

 

 

 

Basic and diluted net earnings (loss) per share (in dollars)

 

 

 

 

 

 

 

Continuing operations

$

0.28

 

 

$

(0.27

)

 

$

(0.08

)

 

$

(1.05

)

Discontinued operations

 

0.02

 

 

 

 

 

 

0.05

 

 

 

(0.03

)

 

$

0.30

 

 

$

(0.27

)

 

$

(0.03

)

 

$

(1.08

)

Weighted average number of shares outstanding

(in thousands)

 

 

 

 

 

 

 

Basic

 

38,770

 

 

 

36,992

 

 

 

38,439

 

 

 

36,865

 

Diluted

 

39,079

 

 

 

36,992

 

 

 

38,439

 

 

 

36,865

 

 
 

SIERRA WIRELESS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except where otherwise stated)

(unaudited)

 

 

June 30, 2022

 

December 31, 2021

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

127,343

 

 

$

76,784

 

Restricted cash

 

77

 

 

 

100

 

Accounts receivable

 

104,442

 

 

 

85,310

 

Inventories

 

92,357

 

 

 

82,177

 

Prepaids and other

 

52,252

 

 

 

27,372

 

 

 

376,471

 

 

 

271,743

 

Property and equipment, net

 

25,757

 

 

 

31,134

 

Operating lease right-of-use assets

 

11,163

 

 

 

14,348

 

Intangible assets, net

 

34,064

 

 

 

54,708

 

Goodwill

 

147,646

 

 

 

167,379

 

Deferred income taxes

 

1,186

 

 

 

1,268

 

Other assets

 

4,154

 

 

 

6,473

 

 

$

600,441

 

 

$

547,053

 

Liabilities

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued liabilities

 

192,984

 

 

 

183,529

 

Deferred revenue

 

12,320

 

 

 

11,770

 

Current portion of long-term debt

 

971

 

 

 

494

 

 

 

206,275

 

 

 

195,793

 

Long-term obligations

 

38,257

 

 

 

42,808

 

Operating lease liabilities

 

13,159

 

 

 

15,033

 

Long-term debt

 

55,452

 

 

 

9,394

 

Deferred income taxes

 

6,022

 

 

 

6,371

 

 

 

319,165

 

 

 

269,399

 

Equity

 

 

 

Shareholders’ equity

 

 

 

Common stock: no par value; unlimited shares authorized; issued and outstanding: 38,940,753 shares (December 31, 2021 – 37,774,800 shares)

 

476,011

 

 

 

460,331

 

Preferred stock: no par value; unlimited shares authorized;

issued and outstanding: nil shares

 

 

 

 

 

Treasury stock: at cost; 1,026 shares (December 31, 2021 – 119,761 shares)

 

(22

)

 

 

(2,128

)

Additional paid-in capital

 

39,678

 

 

 

48,747

 

Retained deficit

 

(223,319

)

 

 

(220,564

)

Accumulated other comprehensive loss

 

(11,072

)

 

 

(8,732

)

 

 

281,276

 

 

 

277,654

 

 

$

600,441

 

 

$

547,053

 

 
 

SIERRA WIRELESS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Cash flows provided by (used in):

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

Net earnings (loss)

$

11,699

 

 

$

(9,951

)

 

$

(980

)

 

$

(39,811

)

Items not requiring (providing) cash

 

 

 

 

 

 

 

Amortization

 

4,741

 

 

 

7,267

 

 

 

11,425

 

 

 

14,575

 

Stock-based compensation

 

3,753

 

 

 

3,722

 

 

 

6,819

 

 

 

12,237

 

Capitalized interest expense

 

674

 

 

 

 

 

 

1,584

 

 

 

 

Impairment

 

 

 

 

 

 

 

10,299

 

 

 

 

Gain on sale of Omnilink

 

(9,179

)

 

 

 

 

 

(9,179

)

 

 

 

Deferred income taxes

 

1

 

 

 

(3

)

 

 

1

 

 

 

(3

)

Unrealized foreign exchange loss (gain)

 

5,878

 

 

 

(867

)

 

 

7,245

 

 

 

4,161

 

Recognition of cumulative translation adjustments on dissolution of subsidiaries

 

817

 

 

 

 

 

 

817

 

 

 

 

Other

 

27

 

 

 

317

 

 

 

445

 

 

 

337

 

Changes in non-cash working capital

 

 

 

 

 

 

 

Accounts receivable

 

(18,228

)

 

 

3,548

 

 

 

(23,954

)

 

 

(7,196

)

Inventories

 

(4,357

)

 

 

(12,703

)

 

 

(10,852

)

 

 

(14,235

)

Prepaids and other

 

(6,338

)

 

 

5,150

 

 

 

(23,278

)

 

 

(11,084

)

Accounts payable and accrued liabilities

 

13,812

 

 

 

18,541

 

 

 

10,799

 

 

 

5,495

 

Deferred revenue and other

 

(687

)

 

 

235

 

 

 

(2,323

)

 

 

396

 

Cash flows provided by (used in) operating activities

 

2,613

 

 

 

15,256

 

 

 

(21,132

)

 

 

(35,128

)

Investing activities

 

 

 

 

 

 

 

Additions to property and equipment

 

(5,280

)

 

 

(3,972

)

 

 

(7,729

)

 

 

(8,681

)

Additions to intangible assets

 

(202

)

 

 

(2,502

)

 

 

(875

)

 

 

(2,922

)

Proceeds from sale of property and equipment

 

12

 

 

 

25

 

 

 

23

 

 

 

39

 

Proceeds from sale of Omnilink, net of transaction costs and cash sold

 

34,959

 

 

 

 

 

 

34,959

 

 

 

 

Acquisition of M2M New Zealand, net of cash acquired

 

 

 

 

(319

)

 

 

 

 

 

(319

)

Cash flows provided by (used in) investing activities

 

29,489

 

 

 

(6,768

)

 

 

26,378

 

 

 

(11,883

)

Financing activities

 

 

 

 

 

 

 

Issuance of common shares, net of issuance cost

 

1,687

 

 

 

799

 

 

 

2,565

 

 

 

3,601

 

Purchase of treasury shares for RSU distribution

 

(2,443

)

 

 

(3,530

)

 

 

(2,443

)

 

 

(7,463

)

Taxes paid related to net settlement of equity awards

 

 

 

 

(111

)

 

 

 

 

 

(1,057

)

Decrease in other long-term obligations

 

(35

)

 

 

(66

)

 

 

(40

)

 

 

(102

)

Proceeds from long-term debt, net of issuance cost

 

(50

)

 

 

 

 

 

45,732

 

 

 

 

Cash flows (used in) provided by financing activities

 

(841

)

 

 

(2,908

)

 

 

45,814

 

 

 

(5,021

)

Effect of foreign exchange rate changes on cash and cash equivalents

 

(1,282

)

 

 

672

 

 

 

(524

)

 

 

(906

)

Cash, cash equivalents and restricted cash, increase (decrease) in the period

 

29,979

 

 

 

6,252

 

 

 

50,536

 

 

 

(52,938

)

Cash, cash equivalents and restricted cash, beginning of period

 

97,441

 

 

 

112,234

 

 

 

76,884

 

 

 

171,424

 

Cash, cash equivalents and restricted cash, end of period

$

127,420

 

 

$

118,486

 

 

$

127,420

 

 

$

118,486

 

 
 

SIERRA WIRELESS, INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS BY QUARTER

 

(in thousands of U.S. dollars, except where otherwise stated)

2022

 

 

 

 

2021

 

 

 

2020

Q2

Q1

 

Q4

Q3

Q2

Q1

 

Q4

Q3

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) from continuing operations – GAAP

$

10,906

 

$

(13,910

)

 

$

(11,752

)

$

(38,406

)

$

(10,036

)

$

(28,538

)

 

$

(11,167

)

$

(14,483

)

Stock-based compensation and related social taxes

 

3,758

 

 

3,281

 

 

 

5,832

 

 

1,820

 

 

3,807

 

 

7,928

 

 

 

6,461

 

 

5,085

 

Phantom RSU expense (recovery)

 

157

 

 

(202

)

 

 

393

 

 

(69

)

 

569

 

 

206

 

 

 

691

 

 

261

 

Restructuring

 

3,715

 

 

4,004

 

 

 

7,592

 

 

369

 

 

1,720

 

 

2,574

 

 

 

4,800

 

 

3,089

 

COVID-19 government relief

 

(22

)

 

(11

)

 

 

(5,557

)

 

(168

)

 

(1,016

)

 

(2,049

)

 

 

(954

)

 

(6,298

)

CEO retirement/search

 

 

 

 

 

 

44

 

 

42

 

 

400

 

 

1,655

 

 

 

 

 

 

Impairment

 

 

 

10,299

 

 

 

741

 

 

11,544

 

 

 

 

 

 

 

 

 

 

Gain on sale of Omnilink

 

(9,179

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ransomware incident

 

(1,089

)

 

(59

)

 

 

(959

)

 

271

 

 

1,135

 

 

533

 

 

 

 

 

 

COVID-19 factory constraint incremental costs

 

 

 

1,096

 

 

 

22

 

 

1,135

 

 

 

 

 

 

 

 

 

 

Other non-recurring costs

 

682

 

 

99

 

 

 

978

 

 

323

 

 

593

 

 

508

 

 

 

445

 

 

439

 

Amortization

 

4,741

 

 

6,684

 

 

 

6,935

 

 

7,208

 

 

7,267

 

 

7,308

 

 

 

7,054

 

 

8,030

 

Interest and other expense, net

 

922

 

 

1,142

 

 

 

307

 

 

192

 

 

111

 

 

110

 

 

 

564

 

 

988

 

Foreign exchange loss (gain), net of realized gain/loss on hedge contracts

 

5,317

 

 

2,326

 

 

 

1,927

 

 

2,693

 

 

(821

)

 

4,816

 

 

 

(2,804

)

 

(3,572

)

Recognition of cumulative translation adjustments on dissolution of subsidiaries

 

817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (recovery)

 

1,691

 

 

1,021

 

 

 

761

 

 

(1,912

)

 

605

 

 

552

 

 

 

(7,984

)

 

(633

)

Adjusted EBITDA*

$

22,416

 

$

15,770

 

 

$

7,264

 

$

(14,958

)

$

4,334

 

$

(4,397

)

 

$

(2,894

)

$

(7,094

)

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) from continuing operations – GAAP

$

10,906

 

$

(13,910

)

 

$

(11,752

)

$

(38,406

)

$

(10,036

)

$

(28,538

)

 

$

(11,167

)

$

(14,483

)

Stock-based compensation and related social taxes

 

3,758

 

 

3,281

 

 

 

5,832

 

 

1,820

 

 

3,807

 

 

7,928

 

 

 

6,461

 

 

5,085

 

Phantom RSU expense (recovery)

 

157

 

 

(202

)

 

 

393

 

 

(69

)

 

569

 

 

206

 

 

 

691

 

 

261

 

Restructuring

 

3,715

 

 

4,004

 

 

 

7,592

 

 

369

 

 

1,720

 

 

2,574

 

 

 

4,800

 

 

3,089

 

COVID-19 government relief

 

(22

)

 

(11

)

 

 

(5,557

)

 

(168

)

 

(1,016

)

 

(2,049

)

 

 

(954

)

 

(6,298

)

CEO retirement/search

 

 

 

 

 

 

44

 

 

42

 

 

400

 

 

1,655

 

 

 

 

 

 

Impairment

 

 

 

10,299

 

 

 

741

 

 

11,544

 

 

 

 

 

 

 

 

 

 

Gain on sale of Omnilink

 

(9,179

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ransomware incident

 

(1,089

)

 

(59

)

 

 

(959

)

 

271

 

 

1,135

 

 

533

 

 

 

 

 

 

COVID-19 factory constraint incremental costs

 

 

 

1,096

 

 

 

22

 

 

1,135

 

 

 

 

 

 

 

 

 

 

Other non-recurring costs

 

682

 

 

99

 

 

 

978

 

 

323

 

 

593

 

 

508

 

 

 

445

 

 

439

 

Acquisition-related amortization

 

1,558

 

 

2,152

 

 

 

2,254

 

 

2,776

 

 

2,890

 

 

3,135

 

 

 

3,306

 

 

3,555

 

Foreign exchange loss (gain), net of realized gain/loss on hedge contracts

 

5,317

 

 

2,326

 

 

 

1,927

 

 

2,693

 

 

(821

)

 

4,816

 

 

 

(2,804

)

 

(3,572

)

Recognition of cumulative translation adjustments on dissolution of subsidiaries

 

817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (recovery) adjustment

 

126

 

 

(500

)

 

 

(441

)

 

(3,008

)

 

(357

)

 

(393

)

 

 

(7,784

)

 

200

 

Adjusted earnings (loss) from continuing operations*

$

16,746

 

$

8,575

 

 

$

1,074

 

$

(20,678

)

$

(1,116

)

$

(9,625

)

 

$

(7,006

)

$

(11,724

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding (in thousands)

 

 

 

 

 

 

 

 

 

 

Basic

 

38,770

 

 

37,974

 

 

 

37,541

 

 

37,196

 

 

36,992

 

 

36,736

 

 

 

36,534

 

 

36,417

 

Diluted

 

39,079

 

 

37,974

 

 

 

37,541

 

 

37,196

 

 

36,992

 

 

36,736

 

 

 

36,534

 

 

36,417

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted adjusted earnings (loss) per share from continuing operations (in dollars)*

$

0.43

 

$

0.23

 

 

$

0.03

 

$

(0.56

)

$

(0.03

)

$

(0.26

)

 

$

(0.19

)

$

(0.32

)

 

 

 

 

 

 

 

 

 

 

 

 
 

SIERRA WIRELESS, INC.

SEGMENTED RESULTS

 

(In thousands of U.S. dollars, except where otherwise indicated)

2022

 

2021

Q2

Q1

 

Total

Q4

Q3

Q2

Q1

 

 

 

 

 

 

 

 

 

IoT Solutions

 

 

 

 

 

 

 

 

Revenue

$

139,678

 

$

133,708

 

 

$

323,075

 

$

104,531

 

$

53,657

 

$

90,309

 

$

74,578

 

Gross margin

$

42,013

 

$

40,525

 

 

$

83,765

 

$

26,578

 

$

10,676

 

$

24,425

 

$

22,086

 

Gross margin %

 

30.1

%

 

30.3

%

 

 

25.9

%

 

25.4

%

 

19.9

%

 

27.0

%

 

29.6

%

Enterprise Solutions

 

 

 

 

 

 

 

 

Revenue

$

48,273

 

$

39,249

 

 

$

150,134

 

$

45,381

 

$

28,793

 

$

42,476

 

$

33,484

 

Gross margin

$

21,169

 

$

14,538

 

 

$

73,034

 

$

22,114

 

$

13,473

 

$

21,806

 

$

15,641

 

Gross margin %

 

43.9

%

 

37.0

%

 

 

48.6

%

 

48.7

%

 

46.8

%

 

51.3

%

 

46.7

%

Total

 

 

 

 

 

 

 

 

Revenue

$

187,951

 

$

172,957

 

 

$

473,209

 

$

149,912

 

$

82,450

 

$

132,785

 

$

108,062

 

Gross margin

$

63,182

 

$

55,063

 

 

$

156,799

 

$

48,692

 

$

24,149

 

$

46,231

 

$

37,727

 

Gross margin %

 

33.6

%

 

31.8

%

 

 

33.1

%

 

32.5

%

 

29.3

%

 

34.8

%

 

34.9

%

Revenue by Type:

 

 

 

 

 

 

 

 

Product

$

156,538

 

$

138,052

 

 

$

332,810

 

$

113,619

 

$

47,207

 

$

97,595

 

$

74,389

 

Connectivity, software, and services

$

31,413

 

$

34,905

 

 

$

140,399

 

$

36,293

 

$

35,243

 

$

35,190

 

$

33,673

 

 

Media Contact:

Louise Matich

[email protected]

Investor Contact:

Sean Fallis

[email protected]

KEYWORDS: California United States North America Canada

INDUSTRY KEYWORDS: IOT (Internet of Things) Technology Telecommunications Mobile/Wireless Software Networks Hardware

MEDIA:

Logo
Logo

Inspire Medical Systems, Inc. Announces Proposed Offering of Common Stock

MINNEAPOLIS, Aug. 11, 2022 (GLOBE NEWSWIRE) — Inspire Medical Systems, Inc. (NYSE: INSP) (“Inspire”), a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea, announced today the commencement of a proposed public offering of 1,000,000 shares of its common stock. Inspire also expects to grant the underwriter a 30-day option to purchase up to an additional 150,000 shares of its common stock to cover sales by the underwriter in the initial offering of the shares or in the open market. All of the shares in the proposed offering are to be sold by Inspire.

Goldman Sachs & Co. LLC is acting as the sole underwriter for the proposed offering.

The securities described above are being offered pursuant to an effective shelf registration statement on Form S-3, including a base prospectus, which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2020. This offering will be made only by means of a prospectus supplement and the accompanying base prospectus which forms a part of the effective shelf registration statement.

A preliminary prospectus supplement related to the offering (including the accompanying base prospectus) will be filed with the SEC and will be available free of charge on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement may also be obtained, when available, from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone: (866) 471-2526, facsimile: (212) 902-9316 or via email: [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Inspire Medical Systems

Inspire is a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea. Inspire’s proprietary Inspire therapy is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea.

Forward Looking Statements

This press 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 are forward-looking statements, including statements regarding our proposed sale of common stock in the offering described above. In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘could,’’ “future,” “outlook,” “guidance,” ‘‘intend,’’ ‘‘target,’’ ‘‘project,’’ ‘‘contemplate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘predict,’’ ‘‘potential,’’ ‘‘continue,’’ or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

These forward-looking statements are based on management’s current expectations and involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the factors discussed under the caption “Risk Factors” and elsewhere in the prospectus supplement related to the proposed offering and the documents incorporated by reference therein, and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors page of our website at www.inspiresleep.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, unless required by applicable law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Thus, one should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor and Media Contact

Bob Yedid
LifeSci Advisors
646-597-6989
[email protected]



LALIGA ANNOUNCES EXPANDED EXCLUSIVE PARTNERSHIP THROUGHOUT SOUTH AMERICA WITH RUSH STREET INTERACTIVE’S RUSHBET SPORTSBOOK BRAND

PR Newswire

RSI Extends Co-Branding Deal Continent-Wide with One of the World’s Most Popular Professional Sports Leagues


CHICAGO
, Aug. 11, 2022 /PRNewswire/ — RushBet, the sportsbook that gained a foothold in South America last year by becoming LaLiga’s exclusive wagering partner in Colombia, is now expanding that partnership with the renowned Spanish soccer league throughout the continent.

As LaLiga prepares to kick off its schedule this week, the RushBet sportsbook operated by Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), is teaming up with the prominent league in an exclusive partnership that extends through the next three seasons.

The deal provides RushBet with intellectual property rights for the league’s top two divisions — LaLiga Santander and LaLiga Smartbank. The rights include use of team names, shields, players’ pictures and competition logos.

Additionally, RushBet gains access to ex-LaLiga players, known as ambassadors. Lucky RushBet sportsbook customers will have a chance to participate in exclusive experiences such as meet-and-greets with the ambassadors.

Further, RushBet will receive merchandise such as jerseys and balls from teams and offer them to customers at sports bars, branding events and other giveaways.

The arrangement between LaLiga and RushBet also includes the awarding of hospitality packages, known as “Money Can’t Buy Experiences,” to customers. They can win all-expenses-paid trips, VIP style, to high-profile games such as the El Clasico, Barcelona vs. Real Madrid.

The co-branding reaches into social media as the sportsbook and the league will have a presence together in each other’s accounts.

The partnership illustrates RushBet’s strategy to grow its brand in the region by broadening the benefits available to customers in additional countries besides Colombia. It is also a way to support the LATAM (Latinamerica) players in LaLiga, among them Rodrigo De Paul, Alejandro (Papu) Gómez and Ángel Correa of Argentina; Federico Valverde and Ronald Araujo of Uruguay; Vinicius, Militao and Casemiro of Brazil; Falcao García, Mojica and Jeison Murillo of Colombia, and Renato Tapia of Peru.

“LaLiga is one of the most popular leagues across the globe, and we are thrilled to be able to bring our valued customers up close to this important league, said Valentin Birnstein, General Manager of RSI Colombia.  “We are committed to providing RushBet players with top-tier content and high-quality entertainment, and expanding our partnership with LaLiga helps to achieve those objectives.”

“This new expanded agreement will bring LaLiga even closer to our fans, sharing all the excitement and emotion that LaLiga has to offer,” said Oscar Mayo, Executive Director of LaLiga.  “As our fans know we have played with passion for many years, now, we are thrilled to share all the adrenaline of LaLiga with RushBet’s customers in Colombia and other countries.”

RushBet was honored as the “Sportsbook of the Year” for Latin America at the SBC Awards Latinoamérica 2021 ceremony in Miami, based on the platform’s user experience and originality of its online sportsbook in Colombia.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. RSI’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, RSI’s expectations about its partnership with La Liga, what RSI’s anticipated offerings and benefits arising from that partnership will include, the timing of any events associated with the partnership and RSI’s future performance with respect to that partnership. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI’s control and are difficult to predict. Factors that may cause such differences include, without limitation, changes in applicable laws or regulations, unanticipated product or service delays, and other risks and uncertainties indicated from time to time in RSI’s most recent Annual Report on Form 10-K, including those under “Risk Factors” therein, and in RSI’s other filings with the SEC. RSI cautions that the foregoing list of factors is not exclusive. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.


About Rush Street Interactive

RSI is a trusted online gaming and sports entertainment company focused on markets in the United States, Canada and Latin America. Through its brands, BetRivers, PlaySugarHouse and RushBet, RSI was an early entrant in many regulated jurisdictions. It currently offers real-money mobile and online operations in thirteen U.S. states: Pennsylvania, Illinois, New Jersey, New York, Connecticut, Michigan, Indiana, Virginia, Colorado, Iowa, West Virginia, Arizona and Louisiana, as well as in the regulated international markets of Ontario, Canada, Colombia and Mexico. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports betting options in the United States. Founded in 2012 in Chicago by gaming industry veterans, RSI was named the 2022 EGR North America Awards Operator of the Year, Customer Services Operator of the Year and Social Gaming Operator of the Year, and the 2021 SBC Latinoamérica Awards Sportsbook Operator of the Year. RSI was the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council. For more information, visit www.rushstreetinteractive.com.


About LaLiga

LaLiga is a global, innovative and socially responsible organisation which is a leader in the leisure and entertainment sector. It is a private sports association composed of the 20 public limited sports companies (SADs) and clubs of LaLiga Santander and the 22 of LaLiga SmartBank, and is responsible for organising professional football competitions in Spain. LaLiga is the football competition with the most social media followers in the world, with over 140 million followers across 16 platforms in 15 different languages. With its headquarters in Madrid (Spain), it is present in 41 countries through eleven offices and 44 delegates. The organisation carries out its social work through its foundation and was the world’s first professional football league to establish a league for intellectually challenged footballers: LaLiga Genuine Santander.

 

Cision View original content:https://www.prnewswire.com/news-releases/laliga-announces-expanded-exclusive-partnership-throughout-south-america-with-rush-street-interactives-rushbet-sportsbook-brand-301604645.html

SOURCE Rush Street Interactive

HUMBL ANNOUNCES ENTRY INTO AGREEMENT TO ACQUIRE AGORA DIGITAL IN ALL STOCK TRANSACTION

COMBINED
FINTECH
COMPANY
W
OULD
OFFER
A
SUITE OF
CONSUMER
AND
ENTERPRISE BLOCKCKHAIN PRODUCTS
, ALONG WITH
DIGITAL ASSET
MINING SOLUTIONS

HUMBL
CO
NTINU
ING STRATEGIC PLAN TO
TAKE
STEPS NEEDED TO UPLIST TO A NATIONAL EXCHANGE

San Diego, California, Aug. 11, 2022 (GLOBE NEWSWIRE) — HUMBL, Inc. (“HUMBL” or the “Company”) (OTC Markets: HMBL) announced today that it has executed a definitive agreement to acquire Agora Digital Holdings, Inc. (“Agora Digital”), a blockchain technology company focused on Bitcoin mining. Agora Digital is a majority owned subsidiary of Ecoark Holdings, Inc. (“Ecoark”) (NASDAQ: ZEST).

The closing of the acquisition is subject to satisfaction of certain closing conditions. The primary closing condition is that Ecoark and its executive team are required to source a minimum of $10,000,000 in capital for HUMBL prior to the transfer of ownership of Agora Digital to HUMBL. The owners of Agora Digital would receive $60,000,000 in a new class of preferred stock in consideration for selling their interests in Agora Digital. Additional details will be provided at a future date via a Form 8-K to be filed by the Company with the definitive agreement and other transaction documents.

HUMBL believes this acquisition will be beneficial for two primary reasons. First, Agora Digital has secured significant power contracts and has developed scalable infrastructure for Bitcoin mining in an ESG sensitive manner. Upon securing the funding required to close, a portion of those funds can be used to generate revenues for HUMBL through Bitcoin mining. Second, Agora Digital’s management team has deep experience running public companies and has gone through the exchange uplisting process. They are being brought on specifically to lead the uplisting of HUMBL to a national securities exchange.

Upon completion of the transaction, Brad Hoagland will be appointed as CEO and Brian Foote will move to an Executive Chairman role. Brad will focus on running day-to-day operations and leading the uplisting process. Brian will still be intimately involved with HUMBL and will be freed up to focus on product ideation, design, sales, business development, blockchain technology, media relations and creating and implementing the Company’s strategic vision.

“Agora Digital provides an instant entry for HUMBL into digital asset mining,” said Brian Foote, Chairman and CEO of HUMBL. “Furthermore, with the addition of Brad Hoagland, CEO of Agora Digital, HUMBL obtains a C-Level executive who has successfully uplisted a company from the OTC to a national securities exchange and has acted as an officer of a NASDAQ company. This transaction is the next step of the strategic plan to put HUMBL in the best position to apply to uplist to a national securities exchange and deliver a full Web 3 stack of consumer, enterprise and mining products into the public markets.”

“We believe that decentralized blockchain technologies will be a significant driver of financial market innovation over the next decade,” said Brad Hoagland, CFA, CEO of Agora and Board Member of HUMBL. “HUMBL’s Web3 consumer and enterprise product stacks are the perfect complement to Agora’s power infrastructure and digital asset mining capabilities. I am looking forward to taking a key role in the new combined company in order to position HUMBL for long-term success across a full stack of blockchain products and services in the public markets.”

About HUMBL

HUMBL is a Web 3, blockchain platform with consumer products and commercial services.

About Agora
Digital

Agora Digital is a Bitcoin mining and blockchain technology company with power contracts and scalable infrastructure in West Texas. The company is pursuing bitcoin mining projects in both North and South America.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimates,” “projects,” “intends,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company’s ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company’s control.

CONTACT:

[email protected]



Henry Schein Announces the Passing of Board Member E. Dianne Rekow

Henry Schein Announces the Passing of Board Member E. Dianne Rekow

MELVILLE, N.Y.–(BUSINESS WIRE)–
Henry Schein, Inc. (Nasdaq: HSIC) announced the passing today of E. Dianne Rekow, DDS, Ph.D., a member of the Company’s Board of Directors since 2014 and a leader in the development of digital dentistry.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220811005737/en/

E. Dianne Rekow, DDS, Ph.D., a member of the Henry Schein Board of Directors since 2014 and a leader in the development of digital dentistry. (Photo: Business Wire)

E. Dianne Rekow, DDS, Ph.D., a member of the Henry Schein Board of Directors since 2014 and a leader in the development of digital dentistry. (Photo: Business Wire)

“Dianne was an extraordinary board member and an internationally known authority on aesthetic and restorative dentistry as well as one of the early pioneers in digital dentistry,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer, Henry Schein, Inc. “Dianne’s contributions to the Henry Schein board have been many and impactful, including serving as a member of our Strategic Advisory Committee. We will miss her probing spirit, expertise, and comradery.”

Dr. Rekow was also Professor Emeritus and Fellow at King’s College London, where she served as Executive Dean of its Dental Institute and Professor of Orthodontics from 2012 through 2016. From 2002 to 2012, Dr. Rekow was a Professor of Orthodontics at New York University (NYU), during which time she was Senior Vice Provost of Engineering Technology at NYU and was Provost of Polytechnic Institute of NYU. She was also a Senior Scholar of the Sante Fe Group, a leading think-tank dedicated to improving life through oral health.

Dr. Rekow was an internationally known authority on the performance of new dental materials, capitalizing on her engineering education. Her teams carried out research into the use of bio-engineered tissue to facilitate bone replacement in individuals disfigured by disease or developmental defects. She held a number of patents in the dental field and is the author of, or contributor to, more than one hundred publications. Dr. Rekow’s career also included serving as President of both the International Association for Dental Research and the American Association of Dental Research. In 2012, she was elected to the Faculty of Dental Surgery of the Royal College of Surgeons in the UK.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of people and technology. With more than 22,000 Team Schein Members worldwide, the Company’s network of trusted advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and medical practitioners work more efficiently so they can provide quality care more effectively. These solutions also support dental laboratories, government and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than 120,000 branded products and Henry Schein private-brand products in stock, as well as more than 180,000 additional products available as special-order items.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 32 countries and territories. The Company’s sales reached $12.4 billion in 2021, and have grown at a compound annual rate of approximately 12.5 percent since Henry Schein became a public company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein, and @HenrySchein on Twitter.

Media:

Ann Marie Gothard

Vice President, Global Corporate Media Relations

[email protected]

+1 (631) 390-8169

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: General Health Health Dental Medical Supplies

MEDIA:

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Photo
Photo
E. Dianne Rekow, DDS, Ph.D., a member of the Henry Schein Board of Directors since 2014 and a leader in the development of digital dentistry. (Photo: Business Wire)

SurgePays Announces Second Quarter 2022 Financial Results

BARTLETT, Tenn., Aug. 11, 2022 (GLOBE NEWSWIRE) — SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications company focused on the underbanked and underserved, today announced its financial results for the second quarter ended June 30, 2022.

Second Quarter 2022 Financial Highlights

  • Revenue of $28.0 million in the second quarter, an increase of 146% compared to the second quarter of 2021
  • Gross profit of $2.2 million in the second quarter, an increase of 65% compared to the second quarter of 2021
  • Net loss of $(973) thousand in the second quarter compared to a net loss of $(214) thousand in the year ago period
  • EBITDA loss of $(86) thousand in the second quarter of 2022

Chairman and CEO Brian Cox commented on second quarter results, “The second quarter built on the progress we’ve made as SurgePays continues to grow revenue and wireless subscribers. Our focus has been capitalizing on the Torch Wireless acquisition to further expand our mobile broadband network. The cash we are generating is being instantly re-invested in the business to help accelerate our mobile broadband subscribers which has now eclipsed 150,000 subscribers.

“Our efforts to expand our broadband footprint should be enhanced by our recent acquisition of a CRM tool that helps set up new subscribers, houses customer information and is integrated with wireless carriers. This CRM allows us to better serve our customer base while ultimately lowering costs.”

Mr. Cox concluded: “We continue to balance the immediate term opportunities to sign up new customers with the long-term opportunities of being a larger, more efficient and better organization.”

Business Outlook

For the full year 2022, the Company expects to achieve the following financial targets:

  • Total revenues of at least $130 million.
  • EBITDA is expected to be at least $15 million.
  • Greater than 200,000 subscribers in the mobile broadband business.

Conference Call and Webcast Information

SurgePays will host a conference call today to review its results and discuss its performance at 5:00 p.m. ET / 2:00 p.m. PT. Participants may join the conference call by dialing 1-888-221-3881 (United States) or 1-323-794-2588 (International). A telephonic replay of the call will also be available shortly after the completion of the call, until 11:59 pm ET on August 25, 2022, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 7518553.

A live webcast will be available on SurgePays, Inc Investor Relations site under the Upcoming Event section at http://ir.surgepays.com and will be archived online upon completion of the conference call.

About SurgePays, Inc.

SurgePays, Inc. is a technology and telecommunications company focused on the underbanked and underserved communities. SurgePhone Wireless provide mobile broadband to low-income consumers nationwide. SurgePays blockchain fintech platform utilizes a suite of financial and prepaid products to convert corner stores and bodegas into tech-hubs for underbanked neighborhoods. Please visit SurgePays.com for more information.

About Non-GAAP Financial Measures

The Company believes that EBITDA (earnings before interest, taxes, depreciation and amortization) is useful to investors because it is commonly used to evaluate companies on the basis of operating performance and leverage. Adjusted EBITDA provides an adjusted view of EBITDA that takes into account certain significant non-recurring transactions, if any, such as impairment losses and expenses associated with pending acquisitions, which vary significantly between periods and are not recurring in nature, as well as certain recurring non-cash charges such as changes in fair value of the Company’s derivative liabilities and stock-based compensation. The Company believes that Adjusted EBITDA provides investors with a measure of the Company’s operational and financial progress that corresponds with the measurements used by management as a basis for allocating resources and making other operating decisions.

EBITDA and Adjusted EBITDA are not intended to represent cash flows for the periods presented, nor have they been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with SEC Regulation G, the non-GAAP measurements in this press release have been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Income (loss) from Operations to EBITDA and Adjusted EBITDA” in the financial tables included in this press release.

Cautionary Note Regarding Forward-Looking Statements

This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

Although we believe that the expectations reflected in these forward-looking statements such as regarding our market potential along with the statements under the heading Business Outlook are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, statements about our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; our predictions about our industry; the impact of the COVID-19 pandemic on our business and our ability to attract, retain and cross-sell to clients. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Investor Relations

Brian M. Prenoveau, CFA
MZ Group – MZ North America
[email protected]
561 489 5315



SurgePays, Inc. and Subsidiaries
Consolidated Statements of Operations
 
    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2022     2021     2022     2021  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                         
Revenues   $ 28,005,144     $ 11,377,928     $ 49,146,515     $ 22,366,876  
                                 
Costs and expenses                                
Cost of revenue     25,814,153       10,051,119       44,321,894       19,908,428  
General and administrative expenses     3,038,529       2,736,435       6,722,310       5,976,244  
Total costs and expenses     28,852,682       12,787,554       51,044,204       25,884,672  
                                 
Loss from operations     (847,538 )     (1,409,626 )     (1,897,689 )     (3,517,796 )
                                 
Other income (expense)                                
Interest expense     (566,999 )     (2,096,600 )     (736,644 )     (3,400,459 )
Derivative expense                       (1,775,057 )
Change in fair value of derivative liabilities           645,830             949,680  
Gain (loss) on investment in Centercom     35,519       49,145       10,336       (24,628 )
Gain on settlement of liabilities           701,404             842,982  
Amortization of debt discount     (37,068 )     1,895,871       (37,068 )     1,895,871  
Gain on forgiveness of PPP loan – government     524,143             524,143        
Total other income (expense) – net     (44,405 )     1,195,650       (239,233 )     (1,511,611 )
                                 
Net loss including non-controlling interest     (891,943 )     (213,976 )     (2,136,922 )     (5,029,407 )
                                 
Non-controlling interest     81,094             48,449        
                                 
Net loss available to common stockholders   $ (973,037 )   $ (213,976 )   $ (2,185,371 )   $ (5,029,407 )
                                 
Loss per share – basic and diluted   $ (0.07 )   $ (0.07 )   $ (0.18 )   $ (1.73 )
                                 
Weighted average number of shares – basic and diluted     12,268,669       3,087,881       12,166,817       2,902,607  

  

SurgePays, Inc. and Subsidiaries
Consolidated Balance Sheets
 
    June 30, 2022     December 31, 2021  
    (Unaudited)     (Audited)  

Assets
           
             
Current Assets                
Cash   $ 8,704,526     $ 6,283,496  
Accounts receivable – net     8,322,807       3,249,889  
Inventory     5,675,741       4,359,296  
Prepaids     44,054        
Total Current Assets     22,747,128       13,892,681  
                 
Property and equipment – net     887,374       200,448  
                 
Other Assets                
Note receivable     176,851       176,851  
Intangibles – net     3,106,730       3,433,484  
Goodwill     1,666,782       866,782  
Investment in Centercom – former related party     453,624       443,288  
Operating lease – right of use asset – net     452,374       486,668  
Total Other Assets     5,856,361       5,407,073  
                 
Total Assets   $ 29,490,863     $ 19,500,202  
                 

Liabilities and Stockholders’ Equity
               
                 
Current Liabilities                
Accounts payable and accrued expenses   $ 11,292,759     $ 6,602,577  
Accounts payable and accrued expenses – related party     2,184,896       1,389,798  
Deferred revenue     107,500       276,250  
Operating lease liability     37,733       49,352  
Loans payable – related parties     1,086,413       1,553,799  
Notes payable – SBA government           126,418  
Notes payable – net     6,621,664        
Total Current Liabilities     21,330,965       9,998,194  
                 
Long Term Liabilities                
Loans payable – related parties     4,974,403       4,507,017  
Notes payable – SBA government     593,522       1,004,767  
Operating lease liability     419,574       438,903  
Total Long-Term Liabilities     5,987,499       5,950,687  
                 
Total Liabilities     27,318,464       15,948,881  
                 
Commitments and Contingencies (Note 8)                
                 
Stockholders’ Equity                
Series A, Convertible Preferred stock, $0.001 par value, 100,000,000 shares authorized, 13,000,000 and 13,000,000 shares issued and outstanding, respectively     260       260  
Series C, Convertible Preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively            
                 
Common stock, $0.001 par value, 500,000,000 shares authorized 12,348,834 and 12,063,834 shares issued and outstanding, respectively     12,349       12,064  
Additional paid-in capital     39,420,055       38,662,340  
Accumulated deficit     (37,308,714 )     (35,123,343 )
Stockholders’ equity     2,123,950       3,551,321  
Non-controlling interest     48,449        
Total Stockholders’ Equity     2,172,399       3,551,321  
                 
Total Liabilities and Stockholders’ Equity   $ 29,490,863     $ 19,500,202  

  

SurgePays, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
  


    For the Six Months Ended June 30,  
    2022     2021  
    (Unaudited)     (Unaudited)  
Operating activities                
Net loss – including non-controlling interest   $ (2,136,922 )   $ (5,029,407 )
Adjustments to reconcile net loss to net cash used in operations                
Depreciation and amortization     362,629       398,240  
Amortization of right-of-use assets     34,294       92,531  
Amortization of debt discount/debt issue costs     37,068       1,351,351  
Recognition of share-based compensation     18,588       45,099  
Warrants issued for interest expense     212,608        
Change in fair value of derivative liabilities           (949,680 )
Derivative expense           1,775,057  
Gain on settlement of liabilities           (840,932 )
(Gain) loss on equity method investment – Centercom – former related party     (10,336 )     24,628  
Gain on forgiveness of PPP loan     (524,143 )      
Gain on deconsolidation of subsidiary (True Wireless)           (1,895,871 )
Changes in operating assets and liabilities                
(Increase) decrease in                
Accounts receivable     (5,072,918 )     (411,943 )
Lifeline revenue – due from USAC           105,532  
Inventory     (1,316,445 )     (71,700 )
Prepaids     (44,054 )     (462 )
Increase (decrease) in                
Accounts payable and accrued expenses     4,696,158       1,824,604  
Accounts payable and accrued expenses – related party     795,098       (1,305,278 )
Deferred revenue     (168,750 )     122,600  
Operating lease liability     (30,948 )     (89,616 )
Net cash used in operating activities     (3,148,073 )     (4,855,247 )
                 
Investing activities                
Purchase of property and equipment     (11,401 )     (45,983 )
Purchase of software     (300,000 )      
Acquisition of Torch, Inc.     (800,000 )      
Cash disposed in deconsolidation of subsidiary (True Wireless)           (325,316 )
Net cash used in investing activities     (1,111,401 )     (371,299 )
                 
Financing activities                
Proceeds from stock and warrants issued for cash           1,510,000  
Proceeds from loans – related party           2,123,000  
Repayments of loans – related party           (63,000 )
Proceeds from notes payable     6,700,000        
Repayments on notes payable           (250,000 )
Proceeds from SBA notes           518,167  
Repayments on SBA notes     (19,496 )      
Proceeds from convertible notes           2,550,000  
Repayments on convertible notes – net of overpayment           (1,260,792 )
Net cash provided by financing activities     6,680,504       5,127,375  
                 
Net increase (decrease) in cash     2,421,030       (99,171 )
                 
Cash – beginning of period     6,283,496       673,995  
                 
Cash – end of period   $ 8,704,526     $ 574,824  
                 
Supplemental disclosure of cash flow information                
Cash paid for interest   $ 195,950     $  
Cash paid for income tax   $     $  
                 
Supplemental disclosure of non-cash investing and financing activities                
                 
Debt issue costs recorded in connection with notes payable   $ 115,404     $  
Stock issued to acquire software   $ 411,400          
Debt discount/issue costs recorded in connection with debt/derivative liabilities   $     $ 2,140,829  
Stock issued in settlement of liabilities   $     $ 1,755,150  
Conversion of debt into equity   $     $ 858,158  
Right-of-use asset obtained in exchange for new operating lease liability   $     $ 515,848  
Termination of ECS ROU lease   $     $ 228,752  
Stock issued in connection with debt modification   $     $ 108,931  
Stock issued under make-whole arrangement   $     $ 90,401  
Stock issued for acquisition of membership interest in ECS   $     $ 17,900  
Deconsolidation of subsidiary (True Wireless)   $     $ 2,434,552  

Reconciliation of Net Income (loss) from Operations to EBITDA
 
    6 Months Ended


  6 Months Ended
    June 30, 2022   June 30, 2021
         
Net loss – including non-controlling interest   $ (2,136,922 )   $ (5,029,407 )
Depreciation and amortization     362,629       398,240  
Amortization of right-of-use assets     34,294       92,531  
Amortization of debt discount/debt issue costs     37,068       1,351,351  
Interest expense     736,644       3,400,459  
EBITDA   $ (966,287 )   $ 213,174  
         
         
    3 Months Ended


  3 Months Ended
    June 30, 2022   June 30, 2021
         
         
Net loss – including non-controlling interest   $ (891,943 )   $ (213,976 )
Depreciation and amortization     191,561       180,282  
Amortization of right-of-use assets     10,342       27,677  
Amortization of debt discount/debt issue costs     37,068       647,128  
Interest expense     566,999       2,800,823  
EBITDA   $ (85,973 )   $ 3,441,934  
         
         
    3 Months Ended


  3 Months Ended
    March 31, 2022   March 31, 2021
         
         
Net loss – including non-controlling interest   $ (1,244,979 )   $ (4,815,431 )
Depreciation and amortization     171,068       217,958  
Amortization of right-of-use assets     23,952       64,854  
Amortization of debt discount/debt issue costs           704,223  
Interest expense     169,645       599,636  
EBITDA   $ (880,314 )   $ (3,228,760 )
         



SHAREHOLDER ALERT: Weiss Law Reminds ZEN, EVOP, RMO, and RFP Shareholders About Its Ongoing Investigations

PR Newswire


NEW YORK
, Aug. 11, 2022 /PRNewswire/ —


If you own shares in any of the companies listed above and
would like to discuss our investigations or have any questions concerning
this notice or your rights or interests, please contact:

 


Joshua Rubin, Esq.

Weiss Law
305 Broadway, 7th Floor
New York, NY 10007
(212) 682-3025
(888) 593-4771
[email protected]

Zendesk, Inc. (NYSE: ZEN)

Weiss Law is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Zendesk, Inc. (NYSE: ZEN), in connection with the proposed acquisition of ZEN by investment firms Permira and Hellman & Friedman LLC. Under the terms of the merger agreement, ZEN shareholders will receive $77.50 in cash for each share of ZEN common stock owned. If you own ZEN shares and wish to discuss this investigation or your rights, please call us or visit our website: https://www.weisslaw.co/news-and-cases/zen 

EVO Payments, Inc. (NASDAQ: EVOP) 

Weiss Law is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of EVO Payments, Inc. (NASDAQ: EVOP), in connection with the proposed acquisition of EVOP by Global Payments Inc. Under the terms of the merger agreement, EVOP shareholders will receive $34.00 in cash for each share of EVOP common stock owned. If you own EVOP shares and wish to discuss this investigation or your rights, please call us or visit our website: https://www.weisslaw.co/news-and-cases/evop   


Romeo Power, Inc. (NYSE: RMO)
 

Weiss Law is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Romeo Power, Inc. (NYSE: RMO), in connection with the proposed acquisition of RMO by Nikola Corporation (“Nikola”) via tender offer. Under the terms of the merger agreement, RMO shareholders will receive 0.1186 shares of Nikola common stock for each RMO share owned, representing implied per-share merger consideration of approximately $0.83 based upon Nikola’s August 10, 2022 closing price of $6.99. If you own RMO shares and wish to discuss this investigation or your rights, please call us or visit our website: https://www.weisslaw.co/news-and-cases/rmo 

Resolute Forest Products Inc. (NYSE: RFP) 

Weiss Law is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Resolute Forest Products Inc. (NYSE: RFP) in connection with the proposed acquisition of RFP by The Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation (“Domtar”). The transaction will be carried out by way of a merger of RFP with a newly created subsidiary of Domtar, providing for conversion of each share of RFP common stock into the right to receive $20.50 per share, together with a Contingent Value Right (“CVR”) entitling the holder to a share of future softwood lumber duty deposit refunds. If you own RFP shares and wish to discuss this investigation or your rights, please call us or visit our website: https://www.weisslaw.co/news-and-cases/rfp

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SOURCE Weiss Law

Citius Pharmaceuticals, Inc. Reports Fiscal Third Quarter 2022 Financial Results and Provides Business Update

PR Newswire


$48.0 million in cash and cash equivalents as of June 30, 2022 to support ongoing programs through August 2023

International sites for Mino-Lok® Phase 3 trial engaged as recruitment accelerates

I/ONTAK Biologics License Application (BLA) on track for 2H 2022 submission


CRANFORD, N.J.
, Aug. 11, 2022 /PRNewswire/ — Citius Pharmaceuticals, Inc. (“Citius” or the “Company”) (Nasdaq: CTXR), a late-stage biopharmaceutical company developing and commercializing first-in-class critical care products, today reported business and financial results for the third fiscal quarter of 2022 ended June 30, 2022.

Fiscal Q3 2022 Business Highlights and Subsequent Developments

  • Mino-Lok® Phase 3 trial recruitment approached pre-Covid-19 pace; international trial sites engaged to accelerate trial enrollment; Company reiterates 92 failure events required for trial completion;
  • Halo-Lido Phase 2b trial initiated; enrollment completion anticipated by end of 2022;
  • I/ONTAK (denileukin diftitox) topline results show no new safety signals and are consistent with prior formulation (ONTAK);
  • Pre-BLA meeting held with the FDA for I/ONTAK; biologics license application (BLA) remains on track for submission in the second half of 2022; and,
  • Announced intention to spinoff I/ONTAK into standalone oncology-focused publicly traded company.

Financial Highlights

  • Cash and cash equivalents of $48.0 million as of June 30, 2022;
  • R&D expenses were $4.9 million and $13.8 million for the three and nine months ended June 30, 2022, respectively, compared to $2.2 million and $9.9 million for the three and nine months ended June 30, 2021, respectively;
  • G&A expenses were $3.0 million and $9.0 million for the three and nine months ended June 30, 2022, respectively, compared to $3.4 million and $ 7.4 million for the three and nine months ended June 30, 2021, respectively;
  • Stock-based compensation expense was $1.0 million and $2.9 million for the three and nine months ended June 30, 2022, respectively, compared to $0.4 million and $1.0 million for the three and nine months ended June 30, 2021, respectively; and,
  • Net loss was $8.9 million and $25.6 million, or ($0.06) and ($0.18) per share for the three and nine months ended June 30, 2022, respectively, compared to a net loss of $7.3 million and $19.5 million, or ($0.05) and ($0.20) per share for the three and nine months ended June 30, 2021, respectively.

“Citius made solid progress during the quarter to advance our multiple programs. We expanded the Phase 3 Mino-Lok trial to include international sites with the intention of increasing and accelerating enrollment. Our efforts remain focused on driving patient recruitment, which we believe will hasten trial completion. Based on the current the pace of enrollment and the ramp up of our international sites, we expect to enroll the last patient, to complete the trial by the end of 2022, subsequently with the required number of events,” stated Leonard Mazur, Chairman and CEO of Citius.  

“Our I/ONTAK program remains on track with an anticipated BLA submission later this year. Topline results for the Phase 3 trial of I/ONTAK were consistent with the prior FDA-approved formulation (ONTAK) and we believe there remains a significant unmet medical need in the market for CTCL patients. We recently completed a pre-BLA meeting with the U.S. Food and Drug Administration (FDA) and appreciate their continued guidance. Additionally, the Halo-Lido Phase 2b trial for the treatment of hemorrhoids was initiated during the quarter and we remain encouraged that we may complete enrollment in this trial by the end of the year,” added Mazur.   

“Our balance sheet remains strong with $48 million in cash available and no debt, providing us with greater strategic and financing flexibility than many of our peers. We believe these funds are sufficient to allow us to execute our activities through August 2023. To support our value-creating clinical, regulatory and commercial efforts, and to further unlock the value of I/ONTAK and Citius, we announced our intent to explore a tax-free non-dilutive spin-off to create a separate publicly traded oncology company. We believe this remains a viable option, notwithstanding recent market volatility, and will continue to monitor market conditions as we proceed. In addition to a potential spin-off, there are multiple other non-dilutive options available to Citius including out-licensing agreements, asset sales or other strategic arrangements, as well as debt financing. Consequently, we remain encouraged in the progress of our pipeline and confident in our ability to advance each of our key programs,” concluded Mazur.

THIRD QUARTER ENDED JUNE 30, 2022 Financial Results:

Liquidity

As of June 30, 2022, the Company had $48.0 million in cash and cash equivalents, no debt, and 146,129,630 common shares issued and outstanding.

The Company estimates that its available cash resources will be sufficient to fund its operations through August 2023.

Research and Development (R&D) Expenses 

R&D expenses were $4.9 million and $13.8 million for the three and nine months ended June 30, 2022, respectively, compared to $2.2 million and $9.9 million for the comparable periods ended June 30, 2021. The increase during the quarter is primarily due to additional R&D expenses related to the expansion of the Mino-Lok® trial to include sites outside the United States, start-up costs associated with the Halo-Lido Phase 2b trial which enrolled its first patient in April, 2022, and R&D expenses related to I/ONTAK for which a BLA submission to the FDA is being prepared.

During the nine months ended June 30, 2022, ARDS-related R&D expenses decreased by $4.7 million compared to $5.3 million during the prior year period. R&D expense for the nine months ended June 30, 2021 reflected a $5.0 million license fee paid to Novellus.

We expect that research and development expenses will increase in fiscal 2022 as we continue to focus on our Phase 3 trials for Mino-Lok® and I/ONTAK, progress the Halo-Lido product candidate, and continue our research and development efforts related to ARDS and Mino-Wrap.

General and Administrative (G&A) Expenses

G&A expenses were $3.1 million and $9.0 million for the three and nine months ended June 30, 2022, respectively, compared to $3.4 million and $7.4 million for the comparable periods ended June 30, 2021. The decrease during the quarter is primarily due to reduced costs for performance bonuses. The primary reasons for the increase over the nine-month period were additional compensation costs for new employees, increased investor relations costs and additional insurance expense. General and administrative expenses consist primarily of compensation costs, professional fees for legal, regulatory, accounting, and corporate development services, and investor relations expenses.

Stock-based Compensation Expense

For the fiscal quarter ended June 30, 2022, stock-based compensation expense was $1.0 million as compared to $0.4 million for the prior year period. For the nine months ended June 30, 2022, stock-based compensation expense was $2.9 million as compared to $1.0 million for the nine months ended June 30, 2021. The increase primarily reflects expenses related to new grants made by Citius to employees (including new hires), directors and consultants.

Net loss

Net loss was $8.9 million, or ($0.06) per share for the three months ended June 30, 2022, compared to a net loss of $5.8 million, or ($0.05) per share for the three months ended June 30, 2021.

Net loss was $25.6 million, or ($0.18) per share for the nine months ended June 30, 2022, compared to a net loss of $18.1 million, or ($0.20) for the nine months ended June 30, 2021.

The increase in net loss is primarily due to an increase in research and development expenses, general and administrative expenses and stock-based compensation.

About Citius Pharmaceuticals, Inc.

Citius is a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products, and stem cell therapies. The Company has two late-stage product candidates, Mino-Lok®, an antibiotic lock solution for the treatment of patients with catheter-related bloodstream infections (CRBSIs), which is currently enrolling patients in a Phase 3 Pivotal superiority trial, and I/ONTAK (E7777), a novel IL-2R immunotherapy for an initial indication in cutaneous T-cell lymphoma (CTCL), for which a BLA submission is being prepared for the second half of 2022.  Mino-Lok® was granted Fast Track designation by the U.S. Food and Drug Administration (FDA). I/ONTAK has received orphan drug designation by the FDA for the treatment of CTCL and peripheral T-cell lymphoma (PTCL). For more information, please visit www.citiuspharma.com.

Safe Harbor

This press release may contain “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. Such statements are made based on our expectations and beliefs concerning future events impacting Citius. You can identify these statements by the fact that they use words such as “believe,” “anticipate,” “estimate,” “expect,” “plan,” “should,” and “may” and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price.  Factors that could cause actual results to differ materially from those currently anticipated are: our ability to successfully undertake and complete clinical trials and the results from those trials for our product candidates; our decision whether to proceed with the planned spinoff, if at all, our ability to successfully complete the planned spinoff if undertaken, and the benefits achieved by the planned spinoff; our need for substantial additional funds; our ability to commercialize our products if approved by the FDA; the estimated markets for our product candidates and the acceptance thereof by any market; the ability of our product candidates to impact the quality of life of our target patient populations; risks relating to the results of research and development activities, including those from existing and new pipeline assets; uncertainties relating to preclinical and clinical testing; the early stage of products under development; our ability to attract, integrate, and retain key personnel; our dependence on third-party suppliers; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; our ability to procure cGMP commercial-scale supply; government regulation; competition; as well as other risks described in our SEC filings. These risks have been and may be further impacted by Covid-19. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described in detail in our Securities and Exchange Commission (“SEC”) filings which are available on the SEC’s website at www.sec.gov, including in our Annual Report on Form 10-K for the year ended September 30, 2021, filed with the SEC on December 15, 2021 and updated by our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Relations for Citius Pharmaceuticals:

Ilanit Allen

Vice President, Corporate Communications and Investor Relations
T: 908-967-6677 x113
E: [email protected]

— Financial Tables Follow –

 


CITIUS PHARMACEUTICALS, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited)


June 30,


September 30,


2022


2021


ASSETS


Current Assets:

Cash and cash equivalents

$

48,044,194

$

70,072,946

Prepaid expenses

2,790,319

2,741,404


Total Current Assets

50,834,513

72,814,350

Property and equipment, net

4,831

7,023

Operating lease right-of-use asset, net

691,593

822,828


Other Assets:

Deposits

38,062

38,062

In-process research and development

59,400,000

59,400,000

Goodwill

9,346,796

9,346,796


Total Other Assets

68,784,858

68,784,858


Total Assets

$

120,315,795

$

142,429,059


LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities:

Accounts payable

$

1,690,520

$

1,277,095

Accrued expenses

1,301,199

621,960

Accrued compensation

1,277,501

1,906,000

Operating lease liability

191,902

177,237


Total Current Liabilities

4,461,122

3,982,292

Deferred tax liability

4,985,800

4,985,800

Operating lease liability – noncurrent

532,883

678,234


Total Liabilities

9,979,805

9,646,326


Commitments and Contingencies


Stockholders’ Equity:

Preferred stock – $0.001 par value; 10,000,000 shares authorized; no shares issued
      and outstanding

Common stock – $0.001 par value; 400,000,000 shares authorized; 146,129,630
      and 145,979,429 shares issued and outstanding at June 30, 2022 and September
      30, 2021, respectively

146,129

145,979

Additional paid-in capital

231,287,208

228,084,195

Accumulated deficit

(121,697,727)

(96,047,821)


Total Citius Pharmaceuticals, Inc. Stockholders’ Equity

109,735,610

132,182,353

Non-controlling interest

600,380

600,380


Total Equity

110,335,990

132,782,733


Total Liabilities and Equity

$

120,315,795

$

142,429,059

 


CITIUS PHARMACEUTICALS, INC.


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022 AND 2021


(Unaudited)


Three Months Ended


Nine Months Ended


June 30,


June 30,


June 30,


June 30,


2022


2021


2022


2021


Revenues

$

$

$

$


Operating Expenses

Research and development

4,888,192

2,203,748

13,798,251

9,946,268

General and administrative

3,024,783

3,407,088

9,038,949

7,389,269

Stock-based compensation – general and administrative

1,003,677

373,570

2,929,279

993,114


Total Operating Expenses

8,916,652

5,984,406

25,766,479

18,328,651


Operating Loss

(8,916,652)

(5,984,406)

(25,766,479)

(18,328,651)


Other Income (Expense)

Interest income

53,020

103,413

116,573

186,224

Other income

59,917

59,917

Interest expense

(2,932)

(10,839)


Total Other Income, Net

53,020

160,398

116,573

235,302


Net Loss

(8,863,632)

(5,824,008)

(25,649,906)

(18,093,349)

Deemed dividend on warrant extension

1,450,876

1,450,876


Net Loss Applicable to Common Stockholders

$

(8,863,632)

$

(7,274,884)

$

(25,649,906)

$

(19,544,225)


Net Loss Per Share Applicable to Common
     Stockholders – Basic and Diluted

$

(0.06)

$

(0.05)

$

(0.18)

$

(0.20)


Weighted Average Common Shares Outstanding

Basic and diluted

146,129,630

137,151,269

146,061,108

96,002,039

 


CITIUS PHARMACEUTICALS, INC.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE NINE MONTHS ENDED JUNE 30, 2022 AND 2021


(Unaudited)


2022


2021


Cash Flows From Operating Activities:

Net loss

$

(25,649,906)

$

(18,093,349)

Adjustments to reconcile net loss to net cash used in operating activities:

     Stock-based compensation expense

2,929,279

993,114

     Issuance of common stock for services

273,884

68,000

     Amortization of operating lease right-of-use asset

131,235

121,339

     Depreciation

2,192

761

Changes in operating assets and liabilities:

     Prepaid expenses

(48,915)

(1,149,158)

     Deposits

19,031

     Accounts payable

413,425

(501,571)

     Accrued expenses

679,239

202,696

     Accrued compensation

(628,499)

(115,106)

     Accrued interest

(87,996)

     Operating lease liability

(130,686)

(117,145)


Net Cash Used In Operating Activities

(22,028,752)

(18,659,384)


Cash Flows From Investing Activities:

     Purchase of property and equipment

(6,938)


Net Cash Used In Investing Activities

(6,938)


Cash Flows From Financing Activities:

     Principal paid on notes payable – related parties

(172,970)

     Proceeds from sale of NoveCite, Inc. common stock

500

     Net proceeds from private placement

18,450,410

     Net proceeds from registered direct offering

70,979,842

     Net proceeds from common stock warrant exercises

31,130,134

     Net proceeds from common stock option exercises

82,634


Net Cash Provided By Financing Activities

120,470,550


Net Change in Cash and Cash Equivalents

(22,028,752)

101,804,228


Cash and Cash Equivalents – Beginning of Period

70,072,946

13,859,748


Cash and Cash Equivalents – End of Period

$

48,044,194

$

115,663,976

 

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/citius-pharmaceuticals-inc-reports-fiscal-third-quarter-2022-financial-results-and-provides-business-update-301604459.html

SOURCE Citius Pharmaceuticals, Inc.

COPA HOLDINGS ANNOUNCES MONTHLY TRAFFIC STATISTICS FOR JULY 2022

PR Newswire


PANAMA CITY, Panama
, August 11, 2022 /PRNewswire/ — Copa Holdings, S.A. (NYSE: CPA), today released preliminary passenger traffic statistics for July 2022:



Operating Data


July


July


% Change


2022


2019


Copa Holdings  (Consolidated)

  ASM (mm) (1)

2,194.4

2,265.7

-3.1 %

  RPM (mm) (2)

1,909.0

1,962.6

-2.7 %


  Load Factor (3)


87.0 %


86.6 %


0.4p.p.

1.  Available seat miles – represents the aircraft seating capacity multiplied by the number of miles the seats are flown.

2.  Revenue passenger miles – represents the numbers of miles flown by revenue passengers

3.  Load factor – represents the percentage of aircraft seating capacity that is actually utilized 

Given the irregular nature of the Company’s operations starting in March 2020 due to the Covid-19 pandemic, we are comparing this traffic report to 2019 statistics. 

Consolidated capacity (ASMs) came in 3.1% lower than July 2019, while passenger traffic (RPMs) decreased 2.7%, which resulted in an 87.0% load factor.

Copa Holdings is a leading Latin American provider of passenger and cargo services.  The Company, through its operating subsidiaries, provides service to countries in North, Central and South America and the Caribbean.  For more information visit

www.copaair.com

.

CPA-G

CONTACT:

Daniel Tapia – Panamá
Director – Investor Relations
011 (507) 304-2774

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SOURCE Copa Holdings, S.A.

SRH TOTAL RETURN FUND, INC. DECLARES QUARTERLY DISTRIBUTION

PR Newswire


DENVER
, Aug. 11, 2022 /PRNewswire/ — SRH Total Return Fund, Inc. (NYSE:STEW) (the “Fund”) announced the declaration of a quarterly distribution of $0.12 per share to occur in October 2022. This distribution is being paid as part of the Fund’s managed distribution program under which the Fund intends to make per share distributions of $0.12 per quarter or $0.48 per year. As of market close on August 9, 2022, the distribution (on an annualized basis) amounts to approximately 3.83% of the Fund’s market price and 3.24% of its net asset value (“NAV”). 

Due to the current discount of the Fund’s market price to its per share NAV and the fact that distributions are made in cash (i.e., at NAV), if Fund shares continue to trade at a discount at the time of this distribution, then it will be accretive to the Fund’s market-price-based return. The October 2022 quarterly distribution will be payable in cash to stockholders of record per the following critical dates:


Pay Date


Record Date


Ex-Dividend Date  


Amount Per Share  

October 31, 2022   

October 24, 2022   

October 21, 2022   

$0.12

As previously announced, the Board of Directors instituted a managed distribution program in accordance with its Section 19(b) exemptive order in November 2015. In adopting the program, the Fund seeks to provide a regular quarterly distribution to its common stockholders which is not dependent on the amount of income earned or capital gains realized by the Fund. 

Investors should not make any conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or the Fund’s distribution policy. With each distribution that does not consist solely of net investment income, the Fund will issue a notice to shareholders and an accompanying press release that will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during its full fiscal year and may be subject to changes based on tax regulations. The Fund will send shareholders a Form 1099-DIV for the calendar year that will tell them how to report these distributions for federal income tax purposes.

The Fund

SRH Total Return Fund, Inc. is a non-diversified closed-end investment company traded on the New York Stock Exchange under the trading symbol “STEW”. As of August 9, 2022, the Fund’s NAV was $14.83 per share and the closing market price was $12.52 (a -15.58% discount to NAV). For more information on the Fund, please visit the Fund’s webpage at www.srhtotalreturnfund.com.

The Fund is a closed-end fund and does not continuously issue stock for sale as open-end mutual funds do. The Fund now trades in the secondary market. Investors wishing to buy or sell stock need to place orders through an intermediary or broker. The share price of a closed-end fund is based on the market value.

On April 4, 2022, the Fund changed its name and ticker from the Boulder Growth & Income Fund, Inc. (BIF) to SRH Total Return Fund, Inc. (STEW).

Paralel Advisors LLC

Paralel Advisors LLC serves as the investment advisor to the SRH Total Return Fund. Together with our parent company, Paralel Technologies LLC, we develop technology-based solutions to better serve investors.

Rocky Mountain Advisers, LLC

RMA is an investment adviser registered with the SEC based out of Kansas. More information about RMA is available at www.srhtotalreturnfund.com as well as www.investrma.com.

NOT FDIC INSURED | May Lose Value | No Bank Guarantee

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SOURCE SRH Total Return Fund, Inc.